United Heroes Adventures: Spider-Verse
by KingFrancisX
Summary: When a force of evil threatens spider-characters throughout the multiverse, EVERY SPIDER-MAN EVER is needed to save the day! Spiders from across dimensions are being hunted by the Inheritors, immortal vampires that feed on spider-people. To end their reign over reality and prevent spider-geddon, Spider-Man puts together the biggest spider-army the multiverse has ever seen!
1. Prologue: Edge of Spider-Verse

_Prologue: Edge of Spider-Verse_

**The Globe Theatre (Earth-311)**

**BGM-Spider-Man 2 (Game) OST-Ballad in City**

On a world much like ours, in a time long ago…Where the family Watsonne, traveling actors of well renown, has captured the attention of all England. Inside the Globe Theatre, at the old town of London, watch as their featured player, The Spider, ensnares his audience performing all manner of tricks with his wondrous webs.

"Now stay very still, my lady. And…BEHOLD!" Peter Parquagh, the british Spider-Man of Earth-311, is on stage thwiping his trademark webbing on a burning candle held by his girlfriend, Marion Jane Watsonne.

The amused audience claps loudly, cheering on the Spider and Watsonne for giving them a good show.

"Bravo!"

"Again!"

"MORE!"

"Out, out brief candle! Life's but a walking shadow…" Peter said to the audience, acting like he's Shakespeare all of a sudden.

The crowd immediately goes quiet in confusion, with one remarking, "Uh…"

Marion Jane approaches her beloved and whispers to his ears saying, "Peter, you're _Spider-Man_. No one expects Shakespeare. Give 'em what they want."

"Yes, dear." Peter responded, feeling a little embarrassed. The wallcrawler looks to a support beam behind him, giving him a new idea to wow the audience. "Hold on to thine hats!" Spider-Man seamlessly runs up the beam and onto the ceiling, using his stick-em powers to stand upside down like a true human-spider wowing his shocked fans, "Ha! What say you, sirs?" He asked the audience.

"He's cursed! A witchbreed!"

"Sorcery!"

"No. Certainly it's a jest?! A jape?!"

"True! Just a merry trick!" The Spider responded while jumping off the ceiling.

Meanwhile, Marion Jane's father appears on stage to speak with the audience, "Aye! All part of the show! Now gather round, gentlemen…For surely one of you shall profit from what comes next. Ten Shillings to any man who can wrestle our good spider to the ground! Step up! Who'll be first?"

Several of the town's strongest men take up on that offer to fight Spider-Man and walk onto the stage to confront him. Unfortunately, none of them possess any amazing abilities comparable to Spider-Man that'll make them even the slightest of threat to him.

"Have at you-!" One man said, while trying to grab Spidey, but the webslinger easily bounced off his back before he could've gotten nabbed.

"Too low, sir." Peter joked.

Another tough man tries his luck against Spider-Man but was effortlessly tripped to the floor while the spider jokes, "Too high."

"Ahh!" The tough man shouted as he tripped.

Spider-Man isn't even breaking a sweat while sticking high on a support beam and holding a scared, shirtless tough guy at the same time as he continues to quip, "Much, much too high."

"Put me down! I yield! I YIELD!" The shirtless man exclaimed and gives up, knowing that Spider-Man effortlessly outclasses him and everyone else in the theatre by an amazing margin.

"Come now. Is that all? Will no one else take my wager?" The cocky Spider-Man asked his audience, wondering who else is brave enough to take on the amazing Spider-Man.

**BGM End**

**BGM-Spider-Man 3 (Game) OST-Black Suit Theme #3**

One man in the crowd seems to be interested. One particular man shrouded in mystery. His nifty fashion sense tells others that he's a fan of steampunk, yet gives off a dark presence that would terrify them. His black hair is long and has the eyes of death stared directly at Spider-Man.

The mystery man approaches the stage, telling the spider, "I will. But keep your money. I seek a different prize. Dinner."

Peter's spider-sense tingles in ways it has never tingled before as he watches the mystery man ominously walk on stage. Sensing this man is a threat, he cautiously says to him, "Very well, friend. I can at least promise that you'll work up an appetite, Mister…?"

"It's Morlun." He introduced himself, still eyeing on Peter. "And you shouldn't make promises you can't keep…Peter."

His heart stops for a moment, horrified to learn that this Morlun character somehow knows his secret identity. His spider-sense beats like a drum that's giving him a major headache as Morlun fearlessly confronts the worried spider. Peter responds, "You have me at a disadvantage, sir. How is it you know my-."

"For I am _already _hungry. I am _always _so very hungry." Morlun said, which was creepy enough to tell Peter that he means business.

Spider-Man quickly turns to his girlfriend and her father and shouts, "Marion Jane! Mr. Watsonne! Take leave of this place! NOW!"

"Peter!" MJ remarked, as she doesn't understand why he wants her to escape.

"I BEG of you! There is a great danger here! This man—this 'Morlun'—is not what he appears to be!" Peter responds before returning to face Morlun with a mean glare, "But then again, neither am I!"

Spider-Man engaged the villain and threw a strong punch directly at his face. But surprisingly, that single punch to the face broke his hand as Peter painfully grunts, "ARHH!" and attends to his wound.

Morlun slightly opens his mouth, revealing his fangs and his tongue that he uses to mockingly lick his lips to the pained hero. "Mmm. A brief taste. So pure. So…savory. I apologize for what is to follow. You must forgive me…but I like to play with my food." With one lightning-fast backhand swing, Morlun sadistically knocks Peter off the stage, sending him flying through the support beams that proceed to bring the Globe Theatre down around everyone.

The entire theater collapses around Morlun as he grabs a piece of the falling debris with a menacing stare that strikes fear into Spider-Man while everyone is dying around him. "Oh, what a tasty meal you're going to make, Spider. I really must take care not to gobble you all up in one bite."

From just one attack, Spider-Man is left powerless on the floor, already beaten and barely has the strength to speak, "So fast, I never…I…I-I saw the new world…found love…had such adventures…This…this can't be how my story…"

"BELOVED!" Marion Jane cries for her love as she could do nothing but watch as Morlun violently stakes Peter in the back with one of the support beams, killing him.

Slowly, a weird energy is escaping the dead spider's body and into Morlun himself. His eyes glow a menacing color, and his mouth opens showing his fangs, kneeling down on his back and devours the hero's very life essence like it's food to him. "The great spirit that dwells within you…all its power, all your potential…everything you are, were, and could have been is now…MINE!" He claims, completely draining the Spider-Man of Earth-311's lifeforce.

Morlun stands up back, having successfully killed the Spider-Man of this universe. Yet, he appears unsatisfied and tells himself, "And still it is not enough. The Great Hunt continues. The feast of thousands goes on. But it shall be over soon enough." Suddenly, a weird portal opens for Morlun to walk through as he continues, "It's been foretold. All of your threads in the Web shall be severed. And soon, very soon…ALL the Spiders shall die." He ominously said, leaving behind the dozens of dead bodies caused by the destruction of the Globe Theatre, and most importantly, the staked corpse of the Spider-Man of Earth-311.

**BGM End**

* * *

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Theme of Spider-Man**

**KFX Here: This didn't take long, but it's here. The FINALE to the Spider-Verse Saga begins here with **_**Spider-Verse**_**. Every Spider-Man imaginable will make an appearance in this full-sized story that spans 3 WHOLE Acts. Expect some returning spiders. Some new spiders. Maybe some villainous spiders enter the war for survival against the Inheritors. This story is primarily an adaptation of the original "Spider-Verse" comic, while also taking elements from other Spider-Verse related media like "Spider-Geddon".**

**Note: This story takes place about 2 months after **_**Ultimate Fantasy**_**.**

**Issue 1 begins: The Great Hunt begins!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	2. Act 1 Issue 1: The Great Hunt

_Act 1 Issue 1: The Great Hunt_

**Manhattan, New Vale City (Amazing Universe)**

**BGM-Spider-Man Unlimited (Game) OST-Gameplay A**

Mobiant Earth. The merged planet that exists within the Prime Universe, after it was heavily altered and merged with two other universes caused by villains tampering with a Genesis Wave long ago, creating a Convergence. The Prime Universe is the last of the old, first of the new. The hub it all revolves around. Here, science can be magic. Here, every story can be rewritten.

During one Winter afternoon in New Vale City, a crowd of police cars are in a race frantically pursuing a trio of Mobian thieves riding hoverboards known as Extreme Gears. There's the muscle, Storm the Albatross. The mechanic, Wave the Swallow. And then there's the leader, Jet the Hawk. Together, they are the legendary band of thieves known as the Babylon Rogues.

"Babylon Rogues, you are under arrest! Surrender the priceless artifacts you have stolen from ESU!" An officer in the lead car spoke to the Rogues through a microphone, telling them to surrender.

"It's because they're so priceless is why we want to keep them!" Jet quipped with a cocky grin. "Wave! Storm! Let's ditch these losers!" He told his teammates.

"Sure thing, Jet!" Wave responds with a sly two-fingered salute and a smug grin on her beak.

"Got it, boss!" Storm said, being the obedient right-hand man that he is.

The Babylon Rogues perform a kick dash, releasing a burst of air from the rear of their Gear that propels them forward at high speed. They fly above the incoming traffic and jumping off makeshift ramps, performing mad tricks through the air while maintaining an incredible lead over the cops.

"We'll never catch them like this! Someone needs to call the Speed Team!" The lead officer said, believing that he has no choice but to contact the special unit in the force meant to stop speedsters like the Babylon Rogues.

The Speed Team might not be needed as suddenly, a red-and-blue blur boosts from the rear of the police cars as if he's moving at light speed. The cop was shocked and remarks, "What was that?! It was so fast!"

"You know it! Who needs Sam Speed when you have Spider-Speed!" A certain webbed costumed hero quips to the police, while riding his own sleek Extreme Gear. The board is bright red with black accents on its edges and blue components on its bottom. The front of the Gear is masked with a thin white web pattern and has two foot pads shaped like black spiders.

Wave turns around and was shocked to recognize their newest pursuer. "Jet, it's the bug coming from six o'clock!" She informed her boss.

"What?!" You mean Spider-Man?!" The shocked Jet remarked.

"That's right, boys and girls…" Spider-Man quips, riding his hoverboard on the side of the building and jumps off it, performing amazing tricks before boosting through the air, "It's your friendly neighborhood Spider-Man chasing bad guys on his new and highly advanced Extreme Gear, cleverly and uncleverly, called the Spider-Rider!" The Amazing Spider-Man of Prime Universe said, chasing the Babylon Rogues on his Extreme Gear.

"What happened to your old Gear?" Jet asked the webhead about his previous Gear, the Spider-Driver X.

"Melted in a pool of lava. Long story. This new Gear is MUCH faster! Fast enough to catch up to you!" Peter quipped.

Jet smirks, "Is that so? Let's put that thing to the test then!" The legendary wind master performs another boost alongside his allies to outrun the webslinger.

Spider-Man follows suit and performs a big boost of his own to quickly catch up with the Rogues, "Can't lose me that easily!" He taunted them.

"Oh yeah? Wave. Storm. Slow him down!" Jet ordered them.

Wave takes out a large wrench from her pockets and mockingly glares at Spider-Man, "You call that piece of junk 'highly advanced'? Not seeing it." as she ruthlessly swings her wrench at him, but he easily jumped from his board to avoid it.

"Here. Let me give you a closer look." Peter lands on his board and uses it to kick Wave away.

Meanwhile, Storm looks to be ready to punch Peter's clocks out, "I'm gonna punch me a bug!"

Storm tries to punch him, but the webhead spin-jumped over his attack while quipping, "Storm, I know you're not the brightest of your group, but you can't be that stupid to not know that arachnids aren't bugs. Let's see if Wave has a dictionary for you." He attaches a webline on Wave's back and yanks her off her board, smacking her onto Storm as he flies off his board too. "Nope, only pain. But I do have some webs you can try and research." Spidey webs up the birds and their bags under a streetlight for the police, leaving only Jet as the remaining Rogue on the run.

Jet has a cocky smirk on his face, impressed to see Spider-Man catching up to his speed after defeating his teammates. "Well, well. Guess I've underestimated you, webhead. Maybe it's time I show you why people call me the Legendary Wind Master!" Jet takes out a pair of large green feather fans called the Bashosen and wields them with great proficiency. With several swings from his fans, he blasts currents of wind behind himself to attack Spider-Man.

Spider-Man uses his Spider-Sense to help himself swerve around the wind currents, performing several tricks in midair to avoid getting blown away. Jet scoffs before using his board to fly at breakneck speed, unleashing a road of wind in his wake that should be enough to blow away Spider-Man. Instead, Spider-Man web-jumps onto the slipstream and proceeds to ride it. "YEEHAAAAW!" He hollered, using the turbulence to accelerate himself until reaches Jet by his side, as they are now racing neck-and-neck with each other.

"Oh, not bad. Your skills HAVE improved since the Grand Prix, but not enough to beat me. Face it! You may be fast, but the only one who could possibly beat me in a race is your friend, Sonic the Hedgehog!" Jet mocked the wallcrawler.

"Who said this is a race? I'm trying to stop you from stealing priceless artifacts, and warn you to hit the brakes." Spidey quips, while firing a quick web-net up ahead and instantly hitting the brakes on his board.

"Wha-?" By the time Jet looked away from Spidey, the mobian hawk was surprised when he was caught in the large web-net hanged by two buildings.

**BGM End**

The police finally caught up to all the Babylon Rogues after they were immobilized by Spider-Man. Jet tries to break free and struggled to do so because of how strong and sticky the webbing is and is unable to reach for the bag of goodies he stole from ESU.

Spider-Man hovers next to the webbing and mocks Jet, "That was fun, Jet. Good practice for the next World Grand Prix. Hope to see you there." as he takes his leave through the city on his Extreme Gear. "Gotta love Extreme Gear. Makes traveling the city a breeze." He says while flying over buildings and trees, "Meaning I should make it in time to finish some work with Max at Horizon Labs, then help Ruby finish with her science project, and lastly enjoy date night with Yang. Everything's coming up Spidey, which could only mean one thing."

Then out of nowhere, a mysterious purple fog envelops the wallcrawler on his Extreme Gear as he casually quips, "Not what I had in mind." getting sucked into an empty pocket dimension and lands on his stomach, grunting. Spider-Man groans in pain as he stands up on his feet and looks at his mysterious surroundings, "Okay, where am I? This place looks familiar. Oh no…don't tell me…"

"Long time no see, Spider-Man."

**BGM-Sonic Unleashed OST-Gaia Manuscripts**

Spider-Man turns around facing an old lady that mysteriously appeared in this pocket dimension on her spider-chair that has a web-construct highlighting different Spider-Men from across the multiverse. Peter instantly recognizes the lady as, "Madame Web? Aw man. You?" He said with some displeasure.

"Is that any way to greet an old friend?" Madame Web quipped.

"Sorry. It's just that whenever you show up, it's usually to tell me that the universe or something is in danger and I, for some reason, have to be the one to fix it." Spider-Man quipped.

"I am happy to see you are learning _something_ from our previous meetings. Your IQ of 250 isn't a joke after all." Madame Web jokingly insults him with a straight face.

"Yes, I'm a genius. Why did you kidnap me THIS time?" Spidey impatiently remarked.

"The greatest of evils have reemerged and threatens our very existence. Every spider is being targeted in a Great Hunt that'll drive us into extinction." Madame Web cryptically warns him of this incoming danger.

"Oh, is that all? I'm pretty sure I've dealt with something like that a few times already." Spidey quipped, sounding so nonchalant to her warnings.

Madame Web shakes her head, "No. This is a FAR bigger threat than anything you have encountered until now. Your recent adventures with the other spiders were all a prelude, preparing you for your greatest challenge to date."

"Fighting a godlike Mysterio and an evil future me were simply training sessions? For what?" Peter quipped.

"Sorry, I cannot tell you." Madame Web denied telling him the identity of his new enemy.

"Oh, come on! Why not? If this 'great evil' is threatening every spider imaginable, shouldn't I know who to prepare for?" Peter argued.

"It is too risky. The Great Web is trembling. You will learn the identity of your enemy soon enough." Madame Web foreboded.

"So you want to leave it as a surprise then?" Spidey joked.

Madame Web says, "I have foreseen that this is our ONLY road to salvation, but even this road will have many bumps that _you_ must lead others to overcome. You must learn to overcome _fear_ and rely on _unlikely allies_. This is the best I can help you. The rest falls to you, Spider-Man, or else all hope is lost. Remember, a warrior must keep his friends close, and his enemies…closer." She cryptically says as she swiftly teleports Spider-Man back to New Vale City through her mysterious fog.

**BGM End**

"Madame Web, wait! What exactly is going on?!" Spidey asked, but it was too late as he finds himself back in the city and no way to contact the strange mystic again for more answers. "I hate it when she does that, especially when I have other things that are bothering me." He picks up his Gear, throws it to the air to jump on and fly away, "She said that I should keep my friends close and my enemies closer. I've heard that phrase thrown around thousands of times. Just what kind of 'threat' will force me to team-up with a supervillain? And how do I prevent them from stabbing me in the back?" He asked himself.

* * *

**Later that night…At the Raft**

**BGM-Mega Man X8 OST-VS Sigma Demo**

Here in the island prison known as the Raft is where the biggest super-baddies are imprisoned for their crimes against humanity. One of them in particular is a cut from the rest. Salem. The dark sorceress that controls the Grimm and one of the world's most notorious villains is imprisoned behind an energy cell specifically designed to inhibit her magic, rendering her powerless. She has been cooped up here for months after trying to destroy the world with an interdimensional demon known as the Ifrit, but she was defeated by Spider-Man. Unlike most prisoners raring to break out at any time, Salem is patience enough to wait for the right moment to escape. She has been keeping herself busy, quietly reading history books to herself to alleviate her boredom until the time is right.

A prison guard is walking towards her cell and watches as she turns the next page of her novel. "Enjoying yourself?" The prison guard asked her.

Salem recognized the man's voice and turns her head facing him from the other side of her energy cell. A small smile begins to form on her muzzle as she recognizes the man as a disguised Arthur Watts, one of her associates that have come to break her out of the Raft. "Doctor Watts. I was wondering when you would show up." She said to him.

"Forgive me. Forming a plan to break in _and _out of the Raft would've been a challenge, if I wasn't a former member of Cipher and didn't acquire their leftover cyber technology." Watts takes out his modified Scroll using cyber technology to easily deactivate the security cameras for a moment and disable Salem's cell.

The dark sorceress walks out of her cell free, but is still wearing an accursed collar inhibiting her powers. "I'll take off your collar once we escape through cyberspace. I'll leave behind a 3D hologram. This should fool them for quite some time." Watts projects a realistic hologram of Salem reading a book in her cell. Just before security comes back on, Watts reactivates her cell and uses his Scroll to transport himself and the real Salem into cyberspace to escape the Raft.

**BGM End**

* * *

**Manhattan, New Vale City**

**BGM-Ultimate Spider-Man (Game) OST-Venom Fights Silver Sable**

The villainous duo jacks out from an active computer inside an old warehouse that is being used as Watts' secret hideout. Confident that no one has traced them through the internet, Watts uses his Scroll to remove the inhibitor collar around Salem's neck.

"Thank you. I must say, technology continues to surprise me." Salem rubs her neck, now free from that annoying collar as if she was a dog.

"Ironic, isn't it? It was Spider-Man that put you behind bars, but it was his robot duplicate that provided the means for your escape." Watts said. Salem stands in place looking at her new base of operations, which isn't much since it's just an abandoned warehouse. "Make yourself at home. I didn't have time to tidy up, with Tyrian and Hazel dead and the police are after me, but I'm sure once we've discussed how're going to conquer this world, they won't be a problem anymore." Watts joked, but then looks at Salem. She's just standing there, looking oddly confused as if she's trying to ponder something. "Salem, is something the matter?" Her underling asked her, noticing that something is bugging her.

Salem turns around and faces him to answer his question, "When I awoke from my coma, it was from the shock that something was amiss through reality and tampering with the Web of Life and Destiny."

"Forgive me but I do not understand. What is this 'Web of Life and Destiny'?" Watts asked, looking pretty confused.

Salem explains to him, "A construct that acts a model of the entire multiverse and keeps it in balance. It is the source of power for all Spider-Totems, including myself. You were dead at the time, but during the Spider-Virus outbreak a few years ago, I gained Spider-Man's powers, further enhanced with this symbiote I am bonded to after acquiring a piece from the alien lifeform known as Venom. My natural affinity for magic gives me a stronger connection to the mystical Great Web, allowing me to _vaguely _read its strands. It's not much, but for a while, I've sensed that someone or something is meddling with other realities and targeting different Spider-Totems. For what purpose, I am not too sure."

"Doubt it's any of our business." Watts remarks, sounding a little arrogant and uninterested in the affairs of other spider-people.

"Perhaps. Perhaps not. But it HAS been bothering me these past few months. Something is out there, lurking in the shadows of reality and hunting us down one by one. Whatever this threat is, I don't want it intercepting with my goals." Salem said, practically saying that she fears this new enemy of the Great Web.

"It's not like you to be afraid, Salem. What threat could pose a challenge to you?" Watts asked.

Then without warning, Watts found himself suddenly stabbed through the chest by a two pronged staff emitting a unique energy. Neither Salem nor Watts saw this coming, as the doctor grunts in pain from the blood pouring out from his chest. Watts then falls to his bloody puddle, but Salem doesn't seem to care much about him right now, as her menacing gaze is focused on the strange man holding the staff and wearing a diving helmet.

"Me." The mystery villain stoically answered Watts' final question before his death.

"It is you. You're the being that has been plaguing my thoughts all this time. What do you want from me?" Salem fearlessly asked this new and mysterious enemy.

"The same thing I want from all spiders…" The masked man points his frightening staff at the immortal witch, "Your demise."

**BGM End**

**BGM-Spider-Man 3 (Game) OST-Boss Fight**

Salem quickly conjures a red beam from her hand and fires it at her new foe. The masked man easily deflects her attack with his staff like it was nothing and blitzes at her with inhuman speed. He was so fast that Salem had a split-second to side-step away but it was futile, as the man quickly swings his staff on her face and hurls her through the warehouse, smacking her through boxes onto a wall, cratering it from the impact from his abnormal pain. Just from one attack from his staff, Salem throbs in pain, which is unusual since she is immortal.

"I am Karn, and I know who you are, Salem." Karn introduces himself as Salem tries to recover from his earlier attack. "The Dark Queen of the Grimm. How easily each of you fall in every dimension." He blitzes her, but this time Salem was able to leap away from his attack, but just barely. She summons the mystical Daggers of Daveroth and throws them at his chest, but he didn't even flinch. He was stabbed, yes, but he continues approaching the witch and talking as if nothing happened, "Like you, there are Salems that have gained spider-powers and command an army of Grimm at their beck and call." Karn vanishes from her sight, moving so fast to be seen as he ruthlessly combos Salem and knocks her away. Salem slides on the floor, stopping herself, as she quickly thrust her hand forward to form a glyph underneath Karn. Multiple Geist hands and symbiote tendrils come out from it and grab him, but the entity was too strong to be forced to his knees like slave while he's too busy talking, "One Salem conquered her world in a month. I killed her in a day and wiped out her Grimm in a week." He claims, easily breaking away from her glyph trap.

This is one of the rare times Salem was pushed to the defensives in this extent. Whoever this Karn person is, his skill and power are definitely in a league of their own. To combat his power, Salem has to go on the offense at once before she is overwhelmed. A dark aura emits from her body as she speaks to Karn saying, "Do not compare all Salems as equal. You will find that I am more formidable than any of my counterparts." Her dark aura then takes the shape of Dark Gaia, a god of darkness that she stolen a sample of his power from in the form of ISO-8 during her time with the Masters of Evil.

Her Dark Gaia aura violently flings its flaming energy tentacles at Karn while destroying much of the warehouse in the process. "Interesting." A stoic Karn says, as he's the one on the defensive avoiding her rapidfire attacks. "It is the creature known as Dark Gaia. You managed to gain a sample of its power. You _are_ unique compared to your counterparts." He said. When none of her attacks landed a single hit, Salem has her avatar unleash a devastating beam from its mouth at Karn, forcing him to block with his staff and actually push him back slightly. "I have never met a Spider-Totem with such darkness in their heart. But…" With one large frightening swing, Karn cleaves her beam into two, causing the lasers to burn parts of the warehouse as it disappears. Karn blitzes towards Salem and grabs her by the neck, ruthlessly pinning her to a wall before she could try anything else, "It is _tame _to the darkness in my heart." He said darkly.

All of that and not even a scratch. Karn is completely unscathed while Salem is weakening from this fight. "Your immortality won't save you from what comes next." Karn squeezes on her neck, choking her to keep her from performing any tricks. Her lifeforce is somehow being drained from her body and into Karn, slowly killing her. But during the process, her symbiote reacts and pushes him back a few feet, releasing her from his grasp.

"Now I know who you are…" Salem says, staring fearlessly at the ominous entity, "You are an Inheritor. You have been hunting spiders across dimensions, draining them of their lifeforce. I thought I had seen the last of your kind, but you don't look like the ones I've met. Nonetheless, as long as I am bonded to a symbiote, you can't drain my lifeforce." She claims, believing that she now holds the advantage in their battle.

**BGM End**

**BGM-Spider-Man 3 (Game) OST-Black Suit Theme #2**

"Hmph." Karn scoffs at her arrogance and prepares to do something that not even Salem could've predicted. In a blink of an eye, moving faster than he has ever before, Karn blitzes at Salem and mercilessly stabs her through the chest with his chest. Salem stood stunned with widen eyes, completely shocked that somehow his staff breached her immortality and critically wounded her. And what's worse, her symbiote was also severely weakened.

For the first time in ever, Salem coughs out large amounts of blood from the excoriating pain that she is feeling. "How…is this…possible…" She weakly asks, wincing from the pain.

"Do you take me for a fool, child?" Karn mocks her. "I've told you before. I've _killed _versions of you in other dimensions for countless eons. Do you not think I anticipated this? Your immortality. Your symbiote. All mean nothing to me or my weapon. The energy it expels is unique among realities. Unfortunately for you." He said to her menacingly.

The warehouse slowly crumbles from the fire caused between their fierce battle. It's only a matter of time until the whole place burns. "I've toyed with you long enough. It's time I put an end to your misery." Karn uses his staff to transfer Salem's lifeforce into herself. With her symbiote too weakened to protect her, Salem is helpless as her energy is being absorbed by this merciless Inheritor that has proven to be more than a match for her. Not even her immortality can protect her lifeforce being drained from her very own flesh and bones.

Just before Karn could finish devouring her energy, he was suddenly interrupted when someone shot him in the back with a powerful laser gun. He looks behind her and notice the dying Arthur Watts, who uses his remaining strength to save Salem by shooting Karn, taking advantage that he lets his guard down while feeding, leaving the Inheritor vulnerable. Annoyed that this dying human actually hurt him, Karn throws away the weakened Salem and focuses his staff on Watts. "It is rude to interrupt me while I'm eating." Karn mercilessly stabs Watts in the back, this time killing him for good.

Karn looks back at the spot where he threw Salem at and notice that she suddenly disappeared. "She has disappeared, but it does not matter. You cannot stop an Inheritor! I do _not_ tire. I do _not_ give up. The thread of your destiny…ends now!" Karn laughs manically as the entire warehouse collapses around him, burning everything to ash but presumably not the immortal Inheritor himself.

**BGM End**

* * *

**Peter's Apartment**

The door into Peter's apartment opens for a yawning Yang to walk through before his boyfriend. "I'm so tired…" Yang said, feeling sleepy after spending a date night with Peter.

"The movie wasn't _that _bad." Peter quipped.

"No, no. I enjoyed the movie. I've just been so busy all day that I'm exhausted. Like a vampire drained the life outta me. I hate studying for exams. Now I know how you feel every day, except not really, because I don't have spider-powers and fight crime in my pajamas." Yang joked, rubbing down her tired eyes.

"Go get some sleep." Peter advises her.

"Not gonna join me?" Yang quipped, flirting with him.

"I'll cuddle with you later. I want to tinker with some stuff first." Peter said.

"Don't cuddle with your web-shooters before me. I'm stickier. G'night, Pete." Yang quips, yawning as she heads into her room.

It wouldn't be long until Yang is sound asleep on her bed, snoring a bit loudly but peacefully in her own way. Peter is staying up in his makeshift lab, sitting at his desk and using his tools to improve his web gadgets and Spider-Armor MK. IV, his current and most powerful suit yet. While mindlessly scouring his hand through his box of tools, he feels something familiar in the pile.

"Is this…" Peter grabs what he felt in the box and pulls out a hi-tech wristwatch to his hands. "I was wondering where this was. It's my old Dimensional Travel Watch that allows me to travel to different dimensions. It's been a long time since I used this." He fondly reminiscence the times he used his DTW to visit other dimensions during the time the Masters of Evil were on the loose. "I don't travel to other dimensions anymore. They always brought a whole slew of trouble. I'll keep this just for emergencies and leave the crazy dimensional adventures to the Fantastic Four." He joked.

Before returning to his work, his doorbell rang as someone knocked on his door. Peter quickly puts away his spider-stuff in a safe place just in case and approaches the door asking himself, "Who's knocking my door this late at night?"

His door was knocked again by the time he reaches to answer it. "Whatever you're selling, I ain't…" But by the time he opened the door, his face was instantly locked in shock as he couldn't believe with his own eyes who came to visit him, "What the…"

"Peter Parker…I need…your help…" A heavily wounded Salem requested Peter's assistance from the other side of the door.

The wounded witch loses consciousness and would've faceplanted to the ground if Peter wasn't kind enough to catch her. "Salem?! You're…bleeding? And…did she just say that she needs my help?" Peter remarked, confused on why Salem is at his apartment wounded when she's supposed to be immortal, and is equally shocked that she came to him for help and wonders if this is what Madame Web meant by "unlikely allies" for the upcoming battle.

* * *

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Theme of Spider-Man**

**KFX Here: Wasn't expecting this, huh? Spider-Man and Salem? Teaming-up to save the Spider-Verse? It only gets weirder from here, as Act 1 involves the exiled Inheritor known as Karn hunting down the Spiders of the Prime Universe.**

**Tristan Waits: Why not wait and read how the story will unfold.**

**darkraizerGx1: If spider-versions of Ruby and Sonic do exist in this story, they are either fodder or unimportant. It's not a good idea to focus on every single character on a cast this big or things become a mess.**

**7: That's a mystery which will be answered later on.**

**Guest: NO Exo Stones. They have no purpose in this story. This is war. If people die, they die. This isn't a child-friendly story where everyone lives happily ever after.**

**Next time: The most unexpected team-up of the Spider-Verse! Spider-Man and Salem?**

**Question of the Chapter: What are your first impressions of this story?**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	3. Act 1 Issue 2: The Unexpected Alliance

**BGM-Spider-Man: Web of Shadows OST-Main Menu**

**Amazing Spider-Man: Look out! It's your friendly neighborhood Spider-Man! Just a normal day in my life as me when I got a surprise visit from Madame Web. She said a lot of cryptic stuff, as usual, about different spider-folk across dimensions being hunted by some new enemy and I'm the only one who can stop it. But how? I have no idea who this new baddie is or where to begin. What the?! Salem?! What are you doing in my apartment?! And did you say you needed my help?**

**BGM End**

* * *

_Act 1 Issue 2: An Unexpected Alliance_

**Peter's Apartment**

**BGM-Mega Man ZX Advent OST-Relief (Tunes Ver.)**

Salem lies on a couch unconscious after nearly dying at the hands of her newest enemy, Karn. Most of her lifeforce was drained from her body after being stabbed by a weapon that hurts even immortals such as herself. Her immortality and her symbiote are doing the best they can to heal her wounds as she recovers. While she sleeps, a menacing vision of Karn appears in her thoughts. Just thinking of the masked Inheritor was enough to wake up Salem, jolting from the couch. It's not all the time Salem is afraid of someone, which means Karn is a force to be reckoned with. The awakened witch looks at her unfamiliar surroundings, wondering where she is and how long she was out. She winces in pain, still feeling her wounds from the Inheritor, but notices something else on her body. Someone was kind enough to wrap bandages around her wounds, helping her back to full strength, but who would be foolish enough to help one of the world's most evil sorceress.

"Where am I…?" Salem asked herself.

"You're in my apartment, sleeping beauty."

Salem looks up and sees Spider-Man on the ceiling watching her. "Spider-Man…?" She remarks, watching the hero descend from his web and hangs upside down facing her.

"Who else would be stupidly nice enough to allow a criminal in his home and patch her up past midnight?" Spidey quipped.

"You treated my wounds?" Salem asked, a little stunned that Peter took the time to heal her despite the two being enemies.

"You were making a mess on my floor, which is odd 'cause I thought you were immortal. Never seen you this hurt. Not to this extent anyway." Peter quipped, noting Salem's weakened state. The hero drops to the floor and stands confronting the witch asking, "What happened, Salem? Why did you come here? Last I check, we don't like each other. You're not here to kill me, are you?"

"Does it look like I came to fight?" A stern Salem gets off the couch and walk towards a window, looking through it whilst staring deeply at the full moon and tells Peter. "I need your help."

"Me? You're in worse shape than I thought, 'cause why in the HELL would I even consider helping you in anything?" Peter quipped.

"We are being hunted, spider. All of us. By a force of destruction more dangerous than me." Salem responded cryptically, maintaining a calm and patient demeanor compared to the spider's humorous attitude.

"That's saying a lot coming from you. Who's this big threat that managed to put you in the ringer?" Peter quipped.

Salem slightly turns her head looking at Peter with a cold, serious expression and simply says, "An Inheritor."

Peter's heart sank in fear as he instantly recalls who the Inheritors are and how horrifyingly dangerous they are, specifically the one Peter is most familiar about, Morlun. "A-An Inheritor…You mean like Morlun? But that's impossible. We sealed the Inheritors in an inescapable nothing dimension outside reality using the Chaos Emeralds over two years ago. You were there!" He said, recalling his last battle against the Inheritors in Chrom's dimension.

"I'm afraid there was one more Inheritor that was not present during that battle." Salem replied. "He calls himself Karn. As far as I know, he is the only Inheritor left." She told him.

"Karn? Who is he?" Spidey asked.

"Like the rest of his family, Karn has the unique ability to absorb the life force of other living creatures, increasing his strength to incomprehensible levels. He also possesses a weapon that expels a unique energy, strong enough to render me mortal when in contact." Salem explained to him what she knows about Karn.

"Oh man. He has a weapon that can kill even YOU?" Spidey responds, shocked that Karn is easily capable of killing Salem.

"Between that and his power to drain my lifeforce, I am vulnerable. I would've been dead if it wasn't for the sacrifice of my associate, Arthur Watts, allowing me to escape. But I can sense Karn is still after me." Salem said calmly.

"And you decided to come HERE?! To my apartment?! My girlfriend is sleeping in the next room!" Peter exclaimed, freaking out that Karn might show up and kill them both.

"Calm down. Do you take me for a fool?" Salem asked him.

"If you put on a red nose…" Peter quipped, earning him a stern look from the witch.

"I took precautions before coming here and used my magic to hide our 'scent'. For the time being, we are safe." Salem assured him that her magic will prevent Karn from finding them.

"Yeah? Well, I hope you kept the receipt on that." He joked.

"Listen." Salem faces the webhead, getting tired of his jokes. "If we're going to survive this, the two of us need to form an alliance." She proposed.

"Why me exactly? You can create a whole army of Grimm to help you." Spidey argued.

"Not even an army composed of the strongest Grimm in the whole world would last long against an Inheritor. I need YOU, Peter Parker." Salem points at him. "You were an essential asset during our last battle against the Inheritors. Not just because of your genius, but because you are the host of the mythical spider-spirit capable of _harming _an Inheritor. The Other." She said, knowing Peter has been bonded to a special Spider-Totem for a long time now.

"Didn't mean much when Morlun almost killed me the last five times I fought him." Spidey quipped.

"At the time, Morlun was empowered by energy from the Chaos Stone, one of the Exo Stones me and the Masters of Evil had at the time." Salem said, calmly reminding Spider-Man that she previously worked with Morlun to kill him.

"You are making it _very _difficult for me to trust you." Peter joked.

Salem sighs before looking at Peter again, "Let me try this another way, I…apologize." She said, surprisingly sounding somewhat sincere.

Peter's eyes widen, rapidly blinking several times while trying to comprehend what his ears had just heard, "…What? You? Apologize? You? I didn't think you KNEW the word. Karn MUST be dangerous if he's making you say stuff like that."

"You brought me back to health and I offered my help. Our spider-brethren are dying in multiple worlds because of this monster. If we do not stop him, everyone you know and love will perish." Salem said to the hero.

'_I can't believe this.' _Peter says in his thoughts. _'Is this what Madame Web was talking about earlier? That I'll have to rely on "unlikely allies" to stop a big threat. I didn't think that big threat would be an Inheritor and that unlikely ally would be Salem of all people.'_

"What makes you think I will trust you at all?" Spider-Man asked her, starting to feel open to her alliance.

"You don't need to trust me. You can simply work alongside me if you choose not to work with me. Do we have a deal, Mr. Parker?" Salem offers her hand to confirm their partnership.

Spidey takes a second to rethink this before accepting her handshake, "Yes. On the condition that no one dies and I take lead."

"Good." Salem responded.

"You're lucky my girlfriend is asleep. She likes to snore loudly. I should warn you. I'm not exactly the same 'Other' that I was the last time I fought an Inheritor. Some of my fights with Anti-Venom messed me up bad. Lost some of my special-spider powers and I don't hear its thoughts anymore. It's still very active in my mind, just doesn't talk as much." Spider-Man explained, recalling his recent fights with Anti-Venom permanently made him weaker in a sense.

"I do not care for its voice, just its strength. As you evolve, it evolves, and you HAVE grown stronger in the past two years, physically and mentally." Salem responded.

"Did you just say I was stupid?" Peter quipped.

Salem ignores his joke and says, "I can sense you have gained a new Semblance and have the Wisps under your command in your little gadgets." She referenced his Hyper-Sense and Web Wispons. "And that suit of yours. I am not a scientist, but it looks to be quite capable judging from our latest encounter." She compliments his Spider-Armor MK. IV.

"Yeah, I'm kinda smart." Peter quipped.

"You wanted to take lead. How should we proceed fighting Karn?" Salem asks while looking out the window.

"First, we need to find him. And I might have an idea how to do that." Spider-Man said, looking confident with a plan to find Karn.

**BGM End**

* * *

**On a rooftop in Manhattan**

"So this is, as you say, the finest your city has to offer?" Sitting on the ledge of a random rooftop, Salem looks at Spider-Man with a confused expression as she's holding a hot dog and a cup of soda.

"Hey, it's a hot dog. You know anything else that says New Vale more than a good dog with mustard, maybe a little chili?" Spider-Man asked, holding a hot dog and a soda of his own.

"I'm just not altogether sure you've given this a great deal of thought." Salem said.

"Could be. Karn is hunting us, and instead of wasting energy searching for _him_, we drop the magic and wait for _him_ to come to _us_. Up here, we can fight him without endangering anyone down below." Spidey told her of his plan to catch Karn, before taking a bite from his hot dog.

"Death frightens you. Doesn't it?" Salem asked him, looking at her hot dog and wonders if she should eat it.

"No. Meaningless deaths offend me." Peter answered.

"I see. Interesting." Salem noted.

Peter takes a sip from his soda before starting another conversation with the villainous witch, "See, I've been thinking, and it's odd…lately I've been handling more than my share of spider-related adventures. Don't get me wrong, I like meeting new spiders. Just wished they weren't tied in with universe-ending disasters. Some days I think I'm being set up for something."

"Perhaps." Salem responds, still not eating from her food.

Spidey continues, "I mean, first there was Silk, who you've met when you released the Ifrit. Claims we were bitten by the same spider. Then sometime later, I teamed-up with three other spiders from other universes to stop Mysterio from becoming a god. Then I teamed-up with the Spider-Man from 2099 to save all of time from being destroyed thanks to an evil future version of me."

"You? You were the 'villain' of that adventure?" Salem asked, looking a little more interested in his story about the CEO, an alternate future version of Peter Parker.

Peter looks down at his food ashamed, reminiscing of his future self's wicked actions, "I was shocked too. I only became that way because I failed to protect the people I love and was alone for almost a century, and risked destroying everything to bring them back. Do you know how that feels?"

Salem looks back at her food, now with a sincere look of sympathy. She recalls long ago of her beloved Ozma and how his death caused her great grief, to the point of tricking the Brother Gods of Remnant to revive him but instead was cursed with immortality while the rest of mankind was wiped out, which led her becoming the corrupted villain that she is today.

"I do." Salem sincerely answered his question. She then takes another look at her hot dog and notices something on it and asks, "What are the green bits?"

"No one knows." Peter replied.

"How can you eat things when you do not even know what they are?"

"Hey, it's the American way, pal. You don't like it, go back to Philly where you came from."

"Back to where?"

**BGM-Ultimate Spider-Man (Game) OST-Venom Throw Down**

"Skip it, I…" Suddenly, Peter's spider-sense starts tingling up a storm. And from the looks of it, Salem is also sensing something more sinister than herself coming their way. "Spider-Sense is going overload like never before! Actually, the only time it went off like this was against…"

"An Inheritor." Salem finished for him with a stern look.

Salem throws away her food as the spider-partners stand up facing their common enemy. It's Karn, holding his staff frighteningly, standing there from across the rooftop glaring at his prey through his mask.

"I was wondering where you were, Salem." Karn said menacingly.

"Karn." Salem scowls, glaring angrily at the creature that almost killed her a few hours ago.

"Seriously? A guy wearing a diving mask almost killed you? I didn't think anyone would look more ridiculous than Mysterio." Spidey joked.

"Ah. So you're the Spider-Man of this universe. I was meaning to hunt you down right after I kill Salem since she was closer at the time. How lucky. I get to kill two birds with one stone." Karn said, looking forward to kill them.

"You need to find a new mask 'cause it's making you think you're looking at birds, not spiders." Spider-Man quipped.

"Silence!" Karn dashes at them with frightening speed, too fast for them to dodge as they brace themselves to be smacked and crash onto another rooftop across the street.

"This isn't the time for jokes, Spider. Quick! Gain his attention so I may immobilize him, then attack him with your full strength!" Salem ordered the spider hero.

"Why do I always have to gain the immortal spider-eating vampire's attention?" Spidey quipped.

Karn had just landed on the rooftop as they finished discussing their plan. Spider-Man quickly activates his Hyper-Sense, glowing red-and-blue and running so fast around Karn that he leaves several afterimages in his wake. "Can you figure out which one is the real me before I mop the floor with ya, sailor?" He joked. Karn doesn't speak, not as he uses his own speed to effortlessly tackle the real hero during his run and brutally swing his staff, sending him flying until he craters the entrance of the rooftop staircase. "Ow wow. I forgotten how strong an Inheritor is. Can hit as hard as two trucks being driven by two fat guys each eating cheeseburgers." Peter groans, joking through the brutal pain he is feeling right now.

"All try to beat me, _all _fail. Surrender now, and this will be quick." Karn is ready to kill Spider-Man if he wasn't mystically binded by symbiote tendrils coming from Salem's glyphs from the sidelines.

"Attack, Spider-Man! I can feel him slipping already!" Salem grunted intensely, using all her strength to restrain Karn.

"Hope you're ready!" Spider-Man uses a Hyper Sense-enhanced Crawler Assault onto Karn, unleashing an immensely powerful flurry of berserker punches with the augmented strength of his suit onto the immobilized Inheritor, "Does whatever a spider can! The hits just keep on comin'!" he then flips before finally kicking his opponent away and quips, "How was that for a walloping?"

"Ha ha ha…" Karn finds himself on his knees, seemingly weakened yet oddly chuckling, which isn't a good sign. "You actually _hurt _me. This is a first. Yes, I am lucky. Never imagined I'd be fighting The Other in this world. Perhaps killing you will grant me respect." He said, standing and confronting his enemies again.

"Uh, Salem, I hit him with like a hundred punches and he just laughed it off. Have we discussed a plan B?" Spidey quipped to his partner.

Karn violently slashes the air with his staff, unleashing a powerful wave of energy flying at the spiders. Both of them were narrowly able to dodge the quick attack but were instantly knocked down when Karn blitz them with his weapon.

"Your attacks _are _having an effect. We just need to slow him down." Salem conjures a mystical symbiote sword to clash with Karn's weapon. The two clash intensely at close quarters until Karn gained the upper hand and knocks her away with a swing. Salem stops herself in midair and quickly counters by raining down numerous bolts of energy from a large glyph in the sky. Karn blocks all of her attacks with intense grunts, too distracted to see Spider-Man web-yank his staff into his hands.

"Give that back!" Karn demanded, quickly breaking away from Salem's meteor shower.

"Don't feel like it!" Spidey quipped, jumping high to the sky above Karn. Using his Grey Webbing, he launches a destructively giant web ball influenced by the Quake Wisp at Karn. But surprisingly, Karn caught his attack with his bare hands and yanks on the web to bring Spider-Man closer to get brutally slammed on the ground with his own attack. Again distracted, Karn was stabbed through the back by Salem's sword, but it didn't bother him at all as he grabs Salem by the face and ruthlessly throws her onto Spider-Man.

"You think stripping me of my weapon makes me weak? It is simply an extension of what I am capable of." With one menacing clap, Karn explodes an immensely powerful shockwave onto Spider-Man and Salem. The force of the shockwave was so strong, it shattered nearby windows as the two were sent hurling through the sky from the destruction, crashing through the offices inside a skyscraper until they painfully landed on top of an abandoned building.

"Ow…You weren't kidding about this guy. I haven't fought anybody this tough since Infinite, and he needed a cosmic gemstone to be so strong. This guy is just…naturally strong." Spider-Man remarked, as he clearly underestimated the strength of Karn.

Karn has already caught up to his weakened prey after recovering his staff, "Do you not understand? I was born to hunt you. I exist to SLAY YOU!" He frighteningly claimed.

Salem scowls from her wounds and remarks, "I might have miscalculated. Even with The Other by my side, this isn't a fight we can win with just the two of us. We need a new strategy."

Meanwhile, Spider-Man uses his Drill Webbing to surround his right fist with a drill-shaped gauntlet and quips, "I call for a tactical retreat. This building is abandoned right?" Quickly activating his Hyper-Sense before Karn reacts to his plan, Spider-Man charges up his drill to the max and burrows through the building, causing everyone else to fall and cause the whole thing to collapse in on itself.

The entire building was destroyed, seemingly burying everyone underneath the rubble. Moments later, someone angrily smashed themselves out of the rubble, revealed to be Karn and relatively unscathed. He scans his surroundings for any signs of Spider-Man or Salem, but they are nowhere to be seen. And it doesn't appear they were buried, meaning they somehow escaped during the fall and are hiding their scent, meaning he can't track them.

"Arrgh! They escaped! Run while you can, wallcrawler! You WILL die! Sooner or later, all the Spider-Men do!" Karn declared, not planning to give up any time soon, as he will not rest until every spider in this dimension is history.

**BGM End**

* * *

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Theme of Spider-Man**

**KFX Here: Not even the team-up between Spider-Man and Salem could slow down Karn. He was wounded, but they'll need something else if they want to defeat him.**

**Alexandria Prime: Summer Rose 2099 will make a small appearance pretty soon.**

**Blood Spider: You are asking for too much from one writer.**

**Next time: The Web Warriors of 616 assemble!**

**Question of the Chapter: How are you liking this team-up between Spider-Man and Salem?**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	4. Act 1 Issue 3: Sticky Situation

**BGM-Spider-Man: Web of Shadows OST-Main Menu**

**Amazing Spider-Man: Look out! It's your friendly neighborhood Spider-Man! Never thought the day would come when Salem of all people come to ME for help. Apparently there's one more Inheritor that I didn't know about and is on the loose hunting spiders. He calls himself Karn, and man, the guy was tough. We threw everything we had at him and it barely slowed him down. This ain't gonna cut it. I called for a tactical retreat to formulate a new plan to defeat him, and pray it'll be enough. **

**BGM End**

* * *

_Act 1 Issue 3: Sticky Situation_

**Next Morning…In Peter's Apartment**

**BGM-Team Sonic Racing OST-** **Narrative Cue: Peaceful**

Yang sleeps peacefully on her bed into a beautiful morning until the sound of her alarm clock woke her up. Her eyes tiredly open as she murmurs her hand over to the snooze button to shut it off. She gets up from her bed letting out a big yawn and steps down in her pajamas. She walks out of the bedroom still a little sleepy, scratching her blond hair until she heard someone snoring loudly nearby.

"Hm?" She turns to the couch and sees Peter snoring loudly on it, sleeping awkwardly in his costume but without his mask on. "Someone must've had a rough night." She believed. She walks over to Peter's side and gently shakes his body to wake him up asking, "Hey Pete. You okay?"

Upon being shaken, Peter's eyes widely open in fear as he instantly sprung up from the couch shouting, "DON'T EAT ME!" after having a little nightmare about Karn.

"Why would I do that?" Yang asked, calming him down with her voice.

Peter looks at her and says, "Huh? Yang? Sorry about that. Had a rough night."

"Thought so. Did something happen? You look a little exhausted." Yang asked, unaware of his battle with an Inheritor last night.

"I just overworked myself, that's all. Nothing to worry about." Peter replied, partially lying.

"Did you notice anyone here last night? Thought I heard someone." Yang asks, while walking to her closet to get dressed.

"You must've heard the video I was watching about, uh, witches and vampires." Peter lied, hiding his partnership with Salem from his girlfriend, afraid how she might react.

"Why were you watching that?" Yang asked curiously.

"It was an unskippable advertisement. You know how annoying those are." Peter lied with an embarrassed expression on his face as he gets off the couch.

"You're right about that." Yang replied, believing his lies.

"Want me to cook you breakfast?" Peter asked as he heads for the kitchen.

"No thanks. I'm meeting with the gang for breakfast to get some last-minute studying in before our exams. Then we'll be busy with some missions for the rest of the day. What will you be doing?" Yang asked as she gets fully dressed in her Huntress uniform.

"Oh, uh, you know, the usual." Peter said awkwardly.

"You're acting a little weird." Yang said, getting the feeling Peter is hiding something from her.

"I'm just tired. Last night was…unexpected." Peter shamelessly rubs the back of his head.

"Tell me about it later." Yang said, sharing a quick goodbye kiss with her lover before heading for the door, "Bye bye." She said, closing the door behind her as she leaves for Beacon.

**BGM End**

Peter sighs, relieved that she didn't figure out anything about Salem or Karn. All alone, he looks through the kitchen for the stuff he needs to make breakfast. While holding ingredients from his cabinet, a cold familiar voice startled him and almost made him drop the food to the floor, "Was collapsing a building on us really your wisest decision?"

Peter turns around and sees Salem casually standing in his living room after appearing out of nowhere. "Where the heck were you hiding?" Peter asked his partner.

"In plain sight, but my symbiote can camouflage my appearance, rendering me completely invisible to the naked eye." Salem explained.

"Oh, right. To answer your question, drastic times called for drastic measures. Gotta do _something_ unexpected to catch Karn off-guard so we could escape. Dunno why you were worried. You have the luxury being immortal. I'm not so lucky." Peter replied.

"I suppose that is reasonable." Salem said, understanding that his plan was probably their only way to escape Karn's clutches.

Salem takes a seat at the kitchen table and watches the hero prepare breakfast. Thanks to her magic hiding their scent from Karn, they have some time to relax and perhaps talk before going out on another mission. "So that young Huntress woman? She is your lover?" Salem asked, starting a conversation about his relationship with Yang.

"What? You jealous?" Peter quipped.

"Don't make this complicated." Salem responded with a stern stare.

"Yeah, we've been together for some time. It can get pretty rough between us, which is usually my fault, but things work out in the end. I care for her, she cares for me. We'll do everything we can to protect each other." Peter replied.

"You really love her, do you?" Salem asked him.

Peter frowns while cooking his food and says, "Yeah. Which is why I hate lying to her about us and Karn. I've been thinking about…taking our relationship to the next level, but, I don't think either of us are ready for that 'next stage'. Or I'm just afraid something might happen." He said somberly, which got Salem thinking to herself as she can probably relate in some way.

After some time, Peter finished cooking breakfast consisting of eggs, bacon, and pancakes. He puts some on two plates and kindly sets one down for Salem. "Here's some breakfast, if you eat this sort of thing." He joked.

**BGM-Marvel's Spider-Man (PS4) OST-Responsibility**

Salem continues to be amazed by Peter's genuine hospitality towards her, despite the fact she tried to kill him and his friend multiple times to conquer the world. "You are an odd individual, Peter Parker. Granting hospitality to one of your most hated enemies as if I am one of your friends." She said to Peter.

"It's called being nice." Peter answered. "I haven't forgiven you for all the horrible things you've done, but that doesn't matter right now. Karn is still out there, and if we're going to survive this hunt, we need to put aside our animosity towards each other and work together. I know this is risky, and people might call me an idiot for doing this, but for now, you're my ally and a guest in my home. Might as well treat you as much." He said with sincere honesty that silently catches Salem off-guard, as his words might've touched her corrupted heart.

Peter takes a seat at the kitchen table and starts eating from his breakfast. Salem looks at her plate with some sincerity in her eyes before using her utensils to cut a piece of the pancake and take a bit from it. "It's been several millennia since anyone had shown genuine kindness towards me." She said to Peter.

"Who was the last fellow?" Peter asked.

Salem looks at him and says, "Ozma."

"You mean Ozpin before he reincarnated?" Peter remarked.

Salem nods before saying, "He liberated me from the tower my father locked me away. During one of his reincarnations, we married and had children."

"What happened to your kids?" Peter asked.

Salem frowns and looks down at her food, looking a little guilty, "They died at the start of my centuries-long conflict with Ozpin."

"So sorry to hear that." Peter frown, being genuine with his feelings. "That's another reason why I'm hesitant to marry. I'm afraid one of my kids might get caught in the crossfire of my battles. I could stop being Spider-Man to protect them, but Spider-Man is who I am. He inspires hope to others."

"That I have seen." Salem said. "You may not be immortal, but your legacy transcends time and space. Continue being the hero that you are and believe in yourself. That way you can protect everyone even if you yourself is not present." She said, giving the hero some surprisingly assuring advice.

"You are _surprisingly _nice when you're not trying to kill me." Peter quipped, but is grateful for her reassurance.

**BGM End**

**BGM-Marvel's Spider-Man (PS4) OST-City of Hope**

Salem scoffs, returning to her usual cold and stern demeanor and remarks, "Forget about me. What we _should _be discussing is Karn and how're we to defeat him. Though you may be The Other, it's become clear that power alone will not be enough. Karn has grown powerful from the _thousands_ of Spider-Totems he had drained for countless eons. Though I did sense you were still holding back its full power. Perhaps if you fought with the intent to kill-."

"No!" Peter stopped her right there with a disapproving cold stare. "We discussed this. We're not killing anybody! Even if I _wanted _to kill him, what's the point? He's an Inheritor. They're immortal. They can't die."

"I'm not so sure. His immortality is dissimilar to mine." Salem said, thinking that Karn isn't exactly immortal like herself but something else.

"Whatever he is, he's VERY hard to kill. We need a new plan." Spidey replied.

"Subconsciously, my recent plan reviving the Ifrit might've been to prepare for the Inheritor's arrival." Salem pondered.

"Reviving a demonic fire dragon from another dimension is overcompensating, dontcha think?" Peter quipped.

"Against an Inheritor, one would do anything to survive." Salem remarked.

"Yeah, well, I want to survive another way that doesn't involve fire dragons." Peter joked. "I might have an idea. Last time we beaten the Inheritors, we had an army to hold them off until we sealed them away in another dimension. How 'bout we do the same thing again?" He proposed his idea to the sorceress.

"You want to bring your friends like the blue hedgehog or that child with the silver eyes?" Salem responded.

"No. I don't want them involved for their own safety. Karn is only hunting spiders. And if he wants spiders, we'll give him a mouthful that he can't digest." Peter said, hinting his plan to Salem, who quickly understands where he is getting at.

"Are you proposing we should raise our own 'Spider-Army'?" Salem asked, sounding intrigued by his plan.

"The two of us was able to slow him down, even if it was for a little bit. An entire team of spiders should be enough to overwhelm him." Peter explained his plan.

Salem ponders over this crazy idea for a second and replies, "That might not be a bad idea. Where can we find enough spiders to help us?"

"First, we'll contact every spider-person we know in this world." Peter said.

"In this world?" Salem noted, sensing there is more to Spider-Man's plan than he is letting on.

Spider-Man has his Webware project a holo-screen of every spider-person that he knows all over the world and gets ready to contact them, "I don't know what Anti-Venom or Toxin are doing these days. It's hard to reach them sometimes, but I don't think Karn will go after symbiotes. Not unless their blood is mixed with spider DNA. I should be able to get in contact with Spider-Woman, Arachne, Scarlet Spider, and Silk and tell them this is urgent."

"Silk?" Salem pondered.

"What is it?" Peter responded, wondering what got Salem thinking.

"I believe Silk might be Karn's next target." Salem said.

"What makes you so sure he'll go after her?" Peter wondered.

"I remembered my first meeting with Silk back when you were teaching those kids. I'm not exactly sure, but I believe she is also in possession of a similar 'gift' just like you with The Other. There's more to her than meets the eye is what I am saying, making her a special target for Karn." Salem explained.

"If you think Silk is in danger, that's all I need to know. I'll contact the other spiders while we head out to find Silk before Karn does." Peter said with a determined look, putting on his mask before swinging out through the window with Salem as they search for Silk.

**BGM End**

* * *

**Vale News Network Building**

**BGM-Spider-Man 3 (Game) OST-Daily Bugle #1**

"After the mail, I'm thinking coffee run." News reporter Lisa Lavender said to Cindy Moon, cheerfully waving at the intern from her office.

"On it!" Cindy responded, pushing a cart full of packages to hand to every employee that works in the VNN.

'_My name is Cindy Moon, Intern by day. Super hero by night.' _She said in her thoughts, delivering mail to her fellow co-workers while passing by TV screens showcasing footage of the newest spider-heroine in the city, Silk, who is Cindy's alter-ego. _'Actually, I fight crime by day, too. And I also intern by night. You get the idea. Five years ago, I got bit by a radioactive spider. See previous, RE: Super Hero. Shortly after that fateful bite, I was locked inside a windowless bunker. For FIVE years. I did it to keep my family safe. To keep EVERYONE safe. Safe from jerkstores like Morlun. But Peter said he's gone. And so is my family. Which is why I am working at the VNN to search for clues on their whereabouts. And when I'm not overworking myself with that, I swing out to kick some criminal butt while honing my skills at Avengers Academy. It's been kinda rough. Still don't know where my family are. But I've made some new friends. And I think I've gotten the hang of this super hero thing. So far, so good, I suppose.'_

After handing out the last delivery to a co-worker, Cindy hears her phone vibrating and checks it was an urgent text message from her spider-sibling, Peter Parker. _'Peter wants to meet up with me. Says it urgent. Guess that coffee run will have to wait.' _She quipped.

Cindy rushes to the rooftop of the building to switch to her super hero clothing, a white webbed costume with skintight black longsleeves and leggings. She covers her mouth with a red scarf to muffle her voice so no one would recognize her and then swings into the city shooting webbing from her fingertips.

Cindy continues with her monologue, _'Me and Peter were bitten by the same spider, so the two of us have this "connection" allowing me to find him practically anywhere on the planet. Haven't test that part yet. But now I'm feeling something else. I'm glad Peter texted me, because I've been thinking about him lately and ONLY him. I can't explain it but it's keyed to my Spider-Sense. Like all of the threads of the Great Web is like drawing me towards him for something, but what and why?'_

**BGM End**

**BGM-Spider-Man: Web of Shadows OST-Boss**

Suddenly, Silk's Spider-Sense warns her of danger rapidly approaching her from her four o'clock. She quickly spots the Inheritor Karn already lunging towards her from a building and jumps away from his fierce attack with her insane spider-speed, landing on a rooftop with enough time to stand and confront the hunter when he lands across from her.

"Watch where you're swinging that thing because I was in the middle of swinging myself." Silk quipped towards her unknown enemy.

"You're faster than most. And your scent. You're The Bride. This world is just _teeming_ with interesting spiders." Karn said mysteriously, recognizing Silk as "The Bride."

"Bride? We haven't even dated and you want to marry me? That's not how it works, pal." Silk joked, while having no idea why he called her "The Bride".

Karn tries to attack her again, but the speedy spider jumped away as he furiously stabbed the ground. "I'm in a rush to meet someone, so let's wrap this up." Silk fires streams of webbing from her fingertips to tie up Karn, but she didn't account for his abnormal strength as the Inheritor quickly burst the webbing off himself. "Oookay. So I might be a little late." She jokes, shocked and worried of this guy's power.

Karn was finally able to land a hit on Silk, brutally swinging his staff onto her chest and cratering her to the ground. _'I'm okay, I'm okay. I got this, I got this…' _She thought, until she frighteningly sees Karn about to kill her, _'I don't got this.'_

Before he could execute her, the Inheritor got bombarded by mystical bolts from the sky keeping him still. A second later, Spider-Man shows up in front of Silk with his Cube Wisp-powered Web Hammer. "Spider-Man?!" Silk remarked in shock.

"BATTER UP!" Spider-Man swung his hammer with such devastating force onto Karn's ribs that he sent him flying over the rooftops like he hit a homerun.

Salem lands next to Spider-Man as the hero helps his spider-sister to her feet asking her, "Silk, are you alright?"

"Yes, but what's going on? And why is this Salem person with you? Didn't she tried to kill us last time?" Silk asked, very confused about everything.

"It's a long story. We need to get as far away from that mask guy right now!" Spidey urgently told her.

"Why? He's just a guy who's wearing the wrong diving suit." Silk quipped.

"Trust me, he'd be just as dangerous wearing one." Spider-Man replies, already shooting a webline to swing away from Karn.

Silk is thrown out of the loop but follows Spider-Man anyway, swinging through the city alongside him while Salem is flying by his side. Peter touches his ear comm to hurriedly contact a friend, "C'mon, Jess, where are you? We could use a pickup."

Silk responds, "I don't know what's the big rush all about. You hit him with a homerun, there's no way he'll…" She turns her head around and was totally surprised to see Karn already on their tail running at terrifying speeds on rooftops, "HE'S ALREADY HERE?! WAS IS HE?! SONIC THE HEDGEHOG?!"

Karn performs one frighteningly leap high to the sky towards the retreating spiders. Thinking fast, Salem blocks him with a protective spell, repelling him with a powerful blast that crashes him to the streets. "Why is she protecting us?" Silk asked Peter.

"Again, long story!" Spidey replied.

The relentless Inheritor almost immediately stands up from his crater and jumps onto the side of several buildings, bouncing off one back into the air and unleashing a large energywave from his staff, colliding with Salem's shield and explodes, causing the three spiders to fall from the air. "Activate Web Wings: Crimson Eagle!" Peter told his Web Wispons. Powered by the Crimson Eagle Wisp, Spider-Man quickly creates large crimson-colored web wings over his arms to fly like an eagle. "Silk, hold on!" Spidey grabs Silk and soars above the streets before they crashed, flying next to Salem who already recovered.

"Since when could you create web wings like this and how can I do it?" Silk quipped.

"You can do a lot with alien-powered webbing!" Spidey remarked.

Salem looks back and is annoyed to see Karn is still pursuing them with great persistence, "Tch. What a persistent hunter."

"Jess, where ARE you? He's gaining on us!" Spidey contacted Spider-Woman again.

'_Nearly there. You should see me by the river.' _Jessica responded.

Spider-Man looks ahead and spots a Quinjet approaching his location closer to the river, giving him an idea. He looks at Salem and says, "Salem! Slow him down with some web barriers!"

Salem acknowledges his plan and uses her magic to conjure up severally large, square web nets over the streets in their wake to block Karn. The merciless Inheritor effortlessly cleaves through the webbing with every swing of his staff until he staring at a flying kick from Spider-Man. "Surprise!" He quipped. Karn would've sliced his leg off if Peter didn't anticipate this and instantly vaulted over to his back with Silk. "Too slow!" He remarks, working with Silk to double dropkick Karn in the back, blasting him deep into the river as they approached it.

"That's not the last we'll see of him. Trust me." Spidey told Silk.

**BGM End**

The spider-siblings and Salem fly through the open hatch of the Quinjet before it closes. Piloting the jet is Jessica Drew, aka Spider-Woman, and her co-pilot Julia Carpenter, aka Arachne. "Jess, get us to Houston on the double." Peter ordered her.

"On it." Jessica responded, causing the Quinjet to boost and fly above the clouds at supersonic speeds, far away from Karn's grasp.

"Oh man. Spider-Woman? I'm working with THE Spider-Woman?" Silk remarks, amazed to be meeting with Spider-Woman for the first time ever since she was free from her bunker.

"Don't forget about me." Arachne spoke up, wanting some attention.

"And Arachne? What's going on? Am I being drafted for the Avengers?" Silk jokingly wonders, confused why all these spider-people are together in a Quinjet.

"Not today. We need your help, Silk." Spider-Man told her.

"Um, okay. Why?" Silk asked.

"How should I tell you this that won't get you mad…?" Spidey asked himself, confusing Silk as she tilts her head. "You, uh, remember the reason why you were locked up in that bunker for five years, right?" He nervously asked her.

"To protect everyone from Morlun." Silk responded, crossing her arms while listening to Peter.

"And, you remember how I told you that I trapped his family in a dimension they couldn't escape from?" Spidey awkwardly rubs his head.

"Yeaaaah?" Silk narrows her stern eyes, glaring at the nervous webslinger.

"The thing is that we sorta, um, _missed _one and he's the guy trying to…kill us." Spider-Man said with an awkward finish.

And as predicted, Silk gives Peter a hard slap to the face that was too fast for him to avoid. "Should've seen that coming." Salem quipped to herself.

"Are you FUCKIN' kidding me?!" Silk shouted at the slapped spider.

"Hey, language!" Spider-Woman shouted.

"You PROMISED me all the Inheritors were gone! But now one of them is HERE and is gonna kill us all!" Silk angrily said to Peter.

"Look, I'm sorry. I didn't know one of them wasn't invited to the party of nothingness." Spidey joked, making sure his jaw wasn't dislocated from her slap.

Salem stops Silk by her shoulder to prevent her from doing something else reckless, "Calm down. This is no time to be arguing amongst ourselves."

"Why should I listen to you? You're a bad guy. You tried to destroy the whole world." Silk argued.

"Like you, I am a Spider-Totem, meaning my life is also on the line." Salem calmly remarked.

"I thought you were immortal, Salem. Why do you want to help us?" Spider-Woman asked the immortal witch.

"Because I'm sure by now the rest of you have sensed through the Great Web that we must work together with Spider-Man if we're to defeat Karn." Salem replied.

"That's what I sensed earlier." Silk said before looking at Peter with an apologetic look. "Sorry, Peter. Didn't mean to overreact." She apologized.

"It's okay. I understand." Spidey accepted her apology.

"So what are we going to do?" Silk asked the leader of this spider-team.

"First, we're headed to Houston to pick up Scarlet Spider." Spider-Man replied.

"You think he'll be happy that we're teaming up with Salem?" Silk asked.

"Oh, I'm sure he won't mind." Spidey casually remarked.

* * *

**Later at Houston…**

"Why the FUCK are we teaming up with Salem?!" Scarlet Spider angrily shouted at Spider-Man, as the assembled Web Warriors meet up on a random rooftop in the city.

"I think he minds." Silk casually quipped to Peter's earlier statement.

"Listen, Kaine, we need Salem's help if we want to beat Karn and, ya know, not die." Peter tried reasoning with his clone to calm him down, backing him off from Salem before he does something stupid.

"This bastard USED me! She and the Masters of Evil when I was that spider-monster to conquer the world! Not to mention the other times she tried to kill us! Why the HELL should I trust her now?!" Kaine snarled furiously.

"You don't have to trust her. Just don't do anything that'll get in each other's way while we beat the crap outta Karn. Once we do that, _then_ you could beat the crap outta Salem all day since she's immortal." Spidey reasoned with the growling clone.

"What the hell is he…?" Salem said with some outrage, losing some of her composure after being offered to be Kaine's punching bag.

"This is what you signed up for." Arachne quipped.

"I rather die than be anywhere near her!" Kaine retorted, stubborningly crossing his arms and looking away from his fellow spiders.

Peter jokingly scoffs, "Tch. You've been dead. But if you stay dead this time, then Blake will get _pretty _lonely and find herself a new boyfriend that's more _manly_ and not afraid of old ladies." The clever spider got a little giggle from Silk as he jokingly taunts his annoyed clone to join their team.

"You did NOT just do that." Kaine said, slightly facing Peter while growling to keep his rage in check. He then scoffs, facing the Web Warriors and says, "Fine. I'll join your little group, but I'll be watching you, lady." He threatened Salem, who could care less about his threat.

"Thanks, bro." Spidey said, glad that his brother is on board.

"We're all together. Are we going to fight Karn?" Spider-Woman asked their leader.

"I still say we're a little understaff. We need more spiders to help us." Spider-Man said, wanting more spiders to help them in the coming battle.

"Who else is there, unless you want to invite Brock and Cinder?" Scarlet Spider remarked, unsure if there are any more spider-people on the planet that could help them fight Karn.

"I got us covered." Spider-Man shows his team his special interdimensional wristwatch already equipped on his arm.

"What's that?" Silk asked him.

Peter replies, "My dimensional wristwatch. It'll allow us to-."

**BGM-Ultimate Spider-Man (Game) OST-Venom Suite 1**

Suddenly, the spiders with the spider-sense detected a familiar weapon had been thrown at lightning speed through their Quinjet, destroying the ship and causing it to blow up, knocking the Web Warriors down to the ground a little dazed from the explosion.

"What the?! Oh, don't tell me?" Spider-Man remarked, as he knows exactly who blew up their ride.

The Web Warriors look up to the slightly bigger rooftop across from theirs to see that Karn has already arrived in Houston and glaring at his collective prey on the ledge looking rather imposing. "So many Spider-Totems here in one place. This will be good hunting. Perhaps I will earn my way back into the family at last..." He laughs manically, looking forward into killing the Web Warriors of this universe.

**BGM End**

* * *

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Theme of Spider-Man**

**KFX Here: The Web Warriors have assembled and man is Karn not letting up. Is this assembled team of spider-heroes and Salem enough to put down Karn? Probably not, but we'll find out soon.**

**D.N. Works: Grimadoom will not make an appearance in this story.**

**Next time: Web Warriors vs. Karn! Round one!**

**Question of the Chapter: Do you think it's in-character for Spider-Man to be nice to Salem considering the circumstances?**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	5. Act 1 Issue 4: The Spider-Sanction

**BGM-Spider-Man: Web of Shadows OST-Main Menu**

**Amazing Spider-Man: Look out! It's your friendly neighborhood Spider-Man! If we're gonna beat Karn, we need more than me and Salem to fight him. We need a whole team of spiders, and I know the right people for the job. Silk, Spider-Woman, Arachne, and Scarlet Spider. Together, we're the Web Warriors! And just in time, 'cause Karn has followed us to Houston and is ready to throw down.**

**BGM End**

* * *

_Act 1 Issue 4: The Spider-Sanction_

**Houston**

**BGM-Spider-Man: Web of Shadows OST-Chase**

"Lookie who came all this way to interrupt our little family trip. Boy, you are relentless." Spider-Man jokingly said to Karn.

The Web Warriors consisting of Spider-Man, Scarlet Spider, Silk, Spider-Woman, Arachne, and Salem have all gathered on a rooftop staring at their common enemy, Karn, who has hunted them down to Houston to kill them.

"That guy's Karn? Don't need a spider-sense to tell me he means business. I never felt such murderous intent crawling on my skin." Scarlet Spider remarked, glaring at the Inheritor standing on a nearby rooftop across from them.

"How did he find us so fast? I thought you said Salem's magic was hiding us." Silk asked Spider-Man.

"Guess bringing this many spiders together wasn't such a good idea." Spider-Woman quipped, thinking that a group of spiders probably attracted Karn.

"I don't know…" Karn says menacingly, jumping down on the same rooftop with his prey to pluck out his staff that he used to destroy their Quinjet, "Sounds like a good idea to me." He chuckles evilly.

"Wasn't planning on this, but a good time for a team-building exercise." Peter quipped. "Show 'im what we can do, Web Warriors!" He pointed forward, commanding his allies to overwhelm their enemy as a team.

'_Wanted to increase our roster a little more, but this team is pretty versatile.' _Spider-Man said in his thoughts, watching his teammates use their iconic abilities to fight Karn. _'Silk is the fastest one here, so she can keep up the pressure. Spider-Woman's skilled and has Venom Blasts that really hurt, and pheromones if it's possible to turn that guy on that doesn't involve killing spiders. Arachne has useful psi-webbing that I wish I have. Salem's immortal and knows magic among other weird powers, which makes me really glad she's on our side for a change. While I don't personally approve of Scarlet's more brutal fight style, I'm willing to make an exception considering who we're up against. And then there's me. The reluctant leader that's praying he didn't bring everyone to their deaths.' _He jokingly thought.

Scarlet Spider unsheathes his stingers and growls towards Karn, struggling intensely with the Inheritor's staff. "Don't fight him one-on-one! Pair up!" Spidey commands his team, acting like a true leader. Salem breaks the struggle with her symbiote sword and works together with Scarlet to slightly overwhelm their enemy, managing to get a few decent strikes in. Kaine webs up his opponent's mask and yanks him down, blinding him as he gets blasted back by Salem. Holding onto the floor, Karn stops himself from sliding and swings his weapon on the two, flinging them away.

"Girls! Keep him at bay!" Spider-Man commanded the spider-girls.

"You got it!" Spider-Woman glides over Karn and blasts him with several Venom Blasts, which aren't hurting him but it does keep him at bay like Spidey wanted.

"Show me your dance moves! C'mon, let's tango!" Silk uses her incredible speed to move around the hunter with afterimages following her while overwhelming him with lightning-fast punches. It took a little moment until Karn was able to stop her and smack her out of his sight, but then was immediately binded by Arachne's psi-webbing.

"Wasn't expecting a spider with psionic powers, huh?" Arachne quipped to the restrained Inheritor.

Karn's already trying to break free from his restraints, meaning Spider-Man has to work fast. "Web Wispon: Purple Frenzy Fists!" He surrounds his fists with an energy webbed shroud of the Purple Frenzy form that increase in strength with every successful punch. "This will sting!" Spidey goes into Hyper-Sense and delivers a spiraling uppercut that launches Karn straight into the air, in which Spidey quickly follows and brutally slams him to the ground with a powerful downward punch.

Because Spider-Man is The Other, his attacks are the most damaging to Karn, as it's taking him a bit to recover standing up. "The spiders seek strength in numbers, eh?" He comments, understanding their plan.

"It's working, right?" Spidey quipped.

"Hardly." Karn responds with a powerful energy slash that knocks them all down, or most of them anyway. Someone is somehow pummeling Karn from all sides, but no matter where he turns, he can't seem to see his attacker. Almost as if they're invisible. "An invisible spider? It won't take me long to find-." Suddenly, Karn was stabbed through the chest by a stinger, revealing to have been from Scarlet Spider after using his Stealth Suit to his advantage.

"Shut up and stay down, punk!" Kaine brutally slams his enemy to the ground, cratering it in the process. The stab wound didn't slow down Karn that much, as he was still quick enough to recover and elbow Kaine to smash through a window.

"Eyes over here!"

Karn was goaded into Spider-Man's quip as he, Silk, and Arachne use their respective webbing to blind him and web him, yanking him to stand on top of a glowing glyph conjured by Salem to unleash a devastating mystical beam that blasts him into the air for Spider-Woman to follow up. "Stay down if you know what's best for you!" Jessica enhances her right hook with a Venom Blast, smashing him through a nearby water tower and causing its contents to splash on him, followed by the tower toppling on top of him.

Scarlet Spider regroups with the others in time to see Karn smash himself out of the empty water tower and throw the large container at them. "Oh crap!" Spidey cursed, as the heroes quickly jumped away from the tower. It gets worse when Karn stands next to a large billboard and cleaves its leggings, holding it with one hand and throwing it at the spiders. He narrowly missed them, but the billboard is about to crush some scared civilians on the streets if something's not done.

"Not so fast!" Spidey remarks, jumping off the building with Scarlet to stop the billboard from crushing the people with their strong webbing.

"Watch out!" Arachne shouts at them, warning the spider-brothers just as Karn tackles them to the streets.

"Heads up!" Silk swings towards Karn with a flying kick to the mask, blasting him to a wall but he was still able to stand up from that.

A driver notices Karn approaching his car and frighteningly runs out of it, allowing the creature to lift his car and throw it at the Web Warriors. "That's one way to clear traffic!" Spider-Man joked. Karn throws as many cars as he sees at the heroes, hoping enough will slow them down and make it easier to kill them.

One of the thrown cars were caught in Arachne's psi-webbing and remarks, "Chew on this!" before launching the car back at Karn.

Karn cleaves the thrown car vertically and easily, but this was a quick set-up for Spider-Man, Scarlet Spider, and Silk to lunge him with a triple Crawler Assault. "Havin' fun yet?!" Peter quipped. The spider-trio overwhelms their opponent with a fierce barrage of punches that pushes him to a cratering blast from both Spider-Woman and Salem.

"Eat teamwork, loser!" Silk insulted the cratered vampire.

"That won't be enough to put him down, but we need to draw him away from civilians." Spider-Man remarked. "Scarlet, know a better place where we can fight?" He asked his clone.

"Think so. There's a power plant near here. Follow me." Scarlet replied.

Kaine swings into the air leading his team, and eventually Karn, to a nearby power plant that's closed off from civilians and cackling with electricity surrounding them. "How is this a better place to fight?" Spider-Woman asked, not liking the idea fighting in an active power plant.

"Look." Kaine points to a large and hi-tech generator with the Roxxon symbol next to them.

"A generator?" Silk remarked.

"Roxxon used salvaged Chitauri tech to build this generator. Enough to run an entire city or two. Or for illegal purposes, which is why I stopped them." Scarlet briefed them on this Chitauri generator.

"Wouldn't put it pass them." Spider-Woman quipped.

"Karn is like a machine. Single-minded and obsessive. Which will be his downfall." Kaine stated.

"That spear of his conducts energy. Let's see if it works both ways." Spider-Man remarks with a great idea that might beat Karn.

Right on que, Karn shows up to the power plant to be instantly annoyed by Spider-Man's jokes, "What took ya so long? Sleeping on the job?" Karn ruthlessly attacks him but the webhead jumps over him, quickly spraying the floor beneath him with webbing that stuns him in a gravity field powered by the Asteroid Wisp. Silk, Scarlet, and Arachne punch the vampire as one, sending him flying towards the Chitauri Generator and making sure his spear stabs it. It does, and the energy from the generator violently electrocutes the Inheritor.

"Ha! How do you like science?!" Spidey taunted.

"Don't celebrate yet." Salem warned him.

Everyone stares at Karn, frighteningly noticing that an alien generator that could power a whole city didn't hurt him at all. "You're kidding? He's not even fazed? Was is this guy made of?" Arachne reacted in shock.

"This has become entertaining. Your deaths will be quicker than most." Karn remarked, amused by their futile attempts to defeat him.

"I'm out of ideas. Parker, what do you got?" Kaine asked him.

"I knew we weren't ready to take him on just yet, and with the Quinjet trashed, our only means to escape is with my dimensional wristwatch." Spider-Man said, as he starts messing around with the wristwatch to find a dimension where they could retreat for now.

"There will be no escape!" Karn fires an energy blast from his spear at Spider-Man's wrist, damaging his dimensional wristwatch and causing it to short-circuit.

"He fried it!" Spidey exclaimed.

"Oh great." Silk distressly remarks.

"Hold him off! I should be able to salvage something!" Spider-Man commanded.

The other Web Warriors throw whatever they can on Karn while Spider-Man is desperately reactivating his wristwatch. A shockwave attack puts them down for a moment, but Scarlet quickly got up and webbed him up. "We got this! There's no way in hell he wasn't wounded after all of that!" He viciously throws at a nearby oil tank, which Salem sets ablaze with a fire spell, destructively causing the whole thing to explode with Karn consumed inside.

To their increasing horror, Karn walks out of the flames casually and creepily, on fire, but treating it like it's a fresh pair of clothes. "I am your end. I _fear _nothing. At least of all you." The masked Inheritor darkly said, while menacingly approaching the Web Warriors.

"Spidey, get us out of here!" Silk urgently hurries the webslinger to get them out of there before they are executed.

Meanwhile, Spider-Man is madly tinkering with his dimensional wristwatch to open a portal, "Hold on, hold on! I think I-!" And at last, his wristwatch was able to open a dimensional portal behind them, "GOT IT!" He exclaimed.

The dimensional portal was a little unstable as it vacuums everything in its vicinity, including the Web Warriors as they are getting swallowed. "GOING DOWN!" Spidey yelled before the portal closes, sending them to another dimension away from Karn's rageful grasp.

**BGM End**

"No! They got away!" Karn remarked, angry at himself for letting the spiders escape. "I had them in my grasp! The Other and The Bride! I MUST find them, wherever they are! It is the only way to regain my honor and return to my family! Wherever you are, spiders, know that we _will _meet again." He said coldly, giving hints that he is an exiled member of the Inheritors for unknown reasons.

* * *

**2099 A.D. (Nueva Vale)**

The dimensional portal opens up high above a skyscraper in this futuristic city. Most of the Web Warriors fall down crashing to the rooftop while those that can glide, like Spider-Woman and Salem, safely land next to them. "Should've picked a softer building to crash into…" Silk quips, groaning after crashing onto a skyscraper.

Spider-Man stands up with a headache saying, "At the very least, we're still alive. Can't say the same for my dimensional travel watch. The thing's totally busted now." He looks at his broken wristwatch briefly. "We're stranded until I could fix it, but at least we escaped into a world far away from Karn." He said.

"You've teleported us to another dimension? Which is it?" Salem asked him.

"Don't know. The coordinates were random." Spidey answered.

Arachne looks at the city they arrived in from the rooftop, marveling how everything looks completely hi-tech and so futuristic. Nothing like she has ever seen before in her world. "It looks like we ended up in a futuristic New Vale City." She commented.

Spider-Man looks at the future city for a quick second until he recognizes where they ended up, "Whuh-oh. Think my wristwatch was more damaged than I thought. It didn't teleport us to another dimension. It brought us into the future!" He shocked his teammates with this news.

"The future? You know where, or when, we ended up in?" Arachne asked him.

Peter replies, "Yeah. 2099. Which could only mean…"

"What the SHOCK are you doing here?!"

Spider-Man and his team turn to an upper ledge spotting the webbed protector of Nueva Vale dressed in a familiar blue-and-red spider costume swinging towards them. It's Miguel O'Hara, the Spider-Man of 2099.

"Oh, hey Miguel. We _kinda _need your help on a little something." Peter jokingly greeted his futuristic successor, who's going to be in the shock of his life when he learns of the immense threat that is coming to face them.

* * *

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Theme of Spider-Man**

**KFX Here: Spider-Man 2099 is back (again) in his classic costume and will be joining the Spider-Army, once they figure out a way to travel dimensions again. **

**Next time: Help from the future!**

**Question of the Chapter: Thoughts on the Web Warriors' attempts to defeat Karn in this chapter?**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	6. Act 1 Issue 5: Smack to the Future

**BGM-Spider-Man: Web of Shadows OST-Main Menu**

**Amazing Spider-Man: Look out! It's your friendly neighborhood Spider-Man! Even with the Web Warriors by my side, Karn was tanking all our hits. He WAS wounded here and there, but not enough to subdue him so I called for retreat to another dimension. Karn damaged my dimensional wristwatch just when I activated it, but I was still able to open a portal and get us to a safe place. Not to another dimension as I intended, but to the future in 2099. Which means I'm gonna need some help from Spider-Man 2099!**

**BGM End**

* * *

_Act 1 Issue 5: Smack to the Future_

**Nueva Vale (2099 A.D.)**

'_I can't believe what the shock I'm seeing. My name is Miguel O'Hara, Spider-Man of 2099, and today is going to be a LONG day. Why you may ask?' _Miguel asked in his thoughts.

"Hi, future me." Amazing Spider-Man casually greets his future counterpart, standing with the rest of his spider-team on a skyscraper in Nueva Vale in the year 2099.

'_That's why.' _Miguel quipped.

"Future you? You mean we're really in the future?" The amazed Silk asked Peter.

"Technically, he's not _me _behind the mask. He's Miguel O'Hara, my successor in this era. I told you about him." Peter replied.

"I remember him. He helped us during the war against Eggman and Doc Ock." Spider-Woman remarked.

"Spider-Man 2099. Yes, I do seem to recall him one time long ago…" Salem remarks, vaguely recalling the time when a younger version of herself met him along with Peter and Sonic the Hedgehog during a time-traveling adventure.

"How's the future, Miguel?" Peter asked his future counterpart.

"Fine, until my Accelerated Vision picked up a weird portal opening in the sky and you guys falling out of it." Miguel replied. "So what trouble did you get yourself into this time? Did you break another mystical tablet that's destroying reality? Or do I have to prevent your death again after someone altered the timeline?" He asked Peter.

"It's…something like that." Peter answered sheepishly.

"Oh geez. And why are these spider-people with you? I don't recognize some of them." Miguel responded.

Silk walks up to Miguel to introduce herself, "Hi. Nice to meet you. My name is Silk."

"Never heard of you." Miguel said rudely.

"Yeah, I'm, kinda new where I'm from. Probably haven't made the history books yet. I'll try to fix that if we're still alive." Silk responds awkwardly.

"What does THAT mean?" Miguel asked.

Peter says, "That's why we came here, Miguel. Not intentionally, but it's a good thing we did. Someone's chasing us and got us stranded here, so we need your help to get us back home."

"I'll see how I can help, but first we need to get of here before the Public Eye shows up." Miguel replied, agreeing to help the Web Warriors.

"And what, pray tell, is a Public Eye?" Salem asked him.

**BGM-Spider-Man Unlimited (Game) OST-Gameplay 2099**

Suddenly, the Web Warriors are met with several hovercrafts piloted by officers dressed in neon armor and wielding energy weapons targeted at the heroes. "Them." Miguel quipped, as this is the Public Eye he was referring to.

"Freeze, Spider-Man! Or…Spider-Men?" One P.E. officer was quickly confused to see multiple spider-people on the same rooftop.

"There's more of them?! How many spider-freakers are there?!" Another officer remarked.

"What the hell did he call us?" Scarlet Spider asked.

"Ignore them!" Miguel fires a webline to another building. "Follow me! I know how we can lose 'em, and a place where we can lay low until we figure out our next move!" The future webslinger swings through his city, leading his new teammates away from the Public Eye to a place where they can be safe for the time being.

**BGM End**

* * *

**Gabriel O'Hara's Apartment**

"No, Ma, we don't know where the shock he is. Because he doesn't tell us every move he makes, THAT'S why!" The young man speaking to his mother through a holo-screen is Miguel's younger brother, Gabriel O'Hara. Standing beside him is a young scarlet-dressed Huntress, a good friend of the O'Hara brothers and Ruby Rose's great-granddaughter, Summer Rose.

"And why do you care about what he's up to, anyway? You never care!" Gabriel said to his mother, Conchata O'Hara.

'"_Never" is a long word, Gabriel. Of course I care.' _Conchata replied.

"Why? Do you need to borrow money or something?" Gabe asked.

'_That's a cruel thing to say.' _

Gabe gives his mother a narrow look and straight up says to her, "You do have to borrow money, don't you?"

'_Just have him call when he gets in.' _She said, confirming nor denying his accusation.

"Right, mom. Whatever." Gabriel responded dryly.

'_Bye, Summer.' _Conchata happily waves goodbye to Miguel's cute girlfriend.

"Heh. Bye, Mrs. O'Hara." Summer awkwardly waves goodbye back.

"Jeez." Gabe remarks before hanging up on his mother.

"Where IS Miguel, anyway?" Summer asked him, wondering where her friend has gone.

"Out web-swinging and getting chased by the Public Eye again, I guess." Gabriel quipped. Then a moment later, the two were surprised when someone opened the door behind them without their consent, causing Gabe to shout, "HOLY-!" and Summer reaching for her weapon, the Scarlet Eclipse, if the intruder didn't speak up.

"Gabe, Sum, calm down. It's me." Miguel walks into his brother's apartment with the Web Warriors behind him.

"I know it's you, Miggy! And is that…Peter Parker?" Gabriel said, recognizing Peter Parker's Spider-Man.

"Uncle Peter?!" Summer was shocked to see her great-uncle again since their last adventure saving the timeline.

"Did she just call you 'Uncle'?" Scarlet Spider asked his brother, surprised that he has a relative in the future.

"_Honorary _great-uncle." Peter corrected him. "Gabe. Summer. Long time no see. Actually, this is the first time we're meeting each other face-to-face, isn't it, Sum?" He walks up greeting his old-future friends.

"Not really, but you were dead last time." Summer quipped with a smile.

"Oh right. I forgot." Peter remarked.

"Who are these two?" Arachne asked, as she never met Gabriel or Summer before until now.

"This is my brother, Gabriel," Miguel introduced his brother to them, "And this is Summer. She is my, uh, girlfriend." He then introduces his new girlfriend to the team.

"Ah. So you two are dating now." Peter said his counterpart, recalling how he used to teased them into a relationship during their last adventure together.

"Shut up, Parker." Miguel retorted.

Silk asks Peter, "Didn't you once tell me that Summer is…"

"Yup. She's Ruby great-granddaughter." Peter answered, which shocked his team with this reveal. Even Salem was mildly surprised by this fact.

"You're kidding?! The squirt has a granddaughter?!" Kaine remarked.

"Shouldn't have been that hard to figure out. They look alike." Jessica said, looking at Summer and is amazed how she looks like an older version of Ruby essentially.

"So who are you guys? I recognize some of you when I traveled back in time to help you during the war with those doctors." Gabriel asked about the identities of the other spider-people.

"They're other spider-people from my time. Spider-Woman. Arachne. Scarlet Spider. Silk. And, uh, Salem." Peter introduced his team to him and Summer.

Summer reacts in shock that she's facing one of her ancestor's deadliest enemies and remarks, "What?! Salem?! I didn't know she had spider-powers! But why are you working together with one of history's worst villains?!" She asked Peter.

"Right now, she's kinda not. It's a long story." Peter replied.

"We're safe here. Start talking. What brings you back to 2099?" Miguel asked his predecessor, wanting to be brief on his sudden arrival.

**BGM-Mega Man Starforce 3 OST-Suspicious Activity**

"You've heard of Morlun, right?" Peter asked his future counterpart.

"Morlun? Yeah. History said you beat him." Miguel answered.

Peter explains, "I did. Morlun was part of the Inheritors, a family that've existed for centuries hunting spiders across dimensions and draining their life energy to become stronger. A few years ago, I trapped them in a dimension where they couldn't escape, except for one. His name is Karn, one of Morlun's brothers. Not sure if it's revenge for trapping his family, but he recently came to my world and started hunting the spiders there. We banded together, but he was still too strong, so we were force to escape into your time with my dimensional wristwatch, which is now broken, meaning we're stuck here."

"Do you think he's still chasing you?" Gabriel asked him.

"Probably. Don't know how he does it, but he has some way to travel dimensions if he's been hunting spiders this long, so who knows when he'll show up." Peter replied.

"Why didn't you ask my ancestor or Sonic to help you?" Summer asked.

"I don't want to put them in unnecessary danger. This isn't their fight." Peter explained.

"I'm sure they wouldn't mind." Summer said otherwise.

"Doesn't matter. We're stranded in this time. We don't have any other way back to our time." Spider-Woman remarked.

"Miguel, didn't I give you a dimensional wristwatch one time before? Do you still have it?" Peter asked him if he has a dimensional teleporter.

"Might've lost it. Don't know where it is." Miguel answered.

"Seriously? We need to find a way to travel dimensions again or Karn might find us." Peter remarks with shock.

"Don't worry. There's one company in the city that I know has the technology for dimensional travel." Miguel said with a plan that'll help them travel dimensions again.

"Don't tell me. Alchemax?" Peter remarked.

"Alchemax."

"I hate that place."

"Everyone does."

"The same jerks that created the Phantom Ruby, right?" Jessica remarks to the future spider.

Miguel nods, "Right. We can use their trans-dimensional Virtual Unreality technology to build the perfect device to travel dimensions. I know the facilities where they keep them, so I'll head out and gather the tech you need."

"Good. Make sure to take Scarlet and Spider-Woman just in case you run into Karn. You're a target too, Miguel. We need to stick together and watch each other's backs." Peter said, grouping Miguel, Kaine, and Jessica as a team. "The rest of us will find another place to hide. I don't want Gabe's place to be trashed if Karn drops by." He said.

"We can go Downtown. There's plenty of places to hide there." Gabriel stated.

"Good thinking. You and Summer take 'em there. We'll keep in contact. Once we get the tech, we'll rendezvous at your coordinates." Miguel said to his friend and brother.

"Alright. This should be fun." Summer smiled, looking forward to another adventure with the legendary Spider-Man.

* * *

**Short while later…**

"This is SO awesome!" Cindy said, amazed to be riding in Gabriel's hovercar as he flies through the city passing by the many locales of this futuristic city. Her, Peter, and Julia are out of their costumes avoiding attention, riding alongside Gabe, Summer, and Salem as they are taking the scenic route towards downtown.

"I still can't believe we're in the _future_! I'm riding a flying car!" Cindy ecstatically told her friends, as the newbie isn't used to traveling through time.

"We have flying cars in the futuristic cities back home." Julia replied, remaining nonchalant compared to Cindy's more exciting attitude.

"But I never been to any of them." Cindy said.

"One of them is Grand Jersey! It's right next door!" Julia responded instantly.

"Hey. Since we're in the future, do you think I can look up information about my parents?" Cindy asked, wanting to use 2099 information to help find her parents in her era.

"Trust me. It's not a good idea messing with the timeline or else it would lead to _disastrous _results." Peter answered, using his recent time-traveling adventure to back up his claim.

"Oh, okay…" Cindy said depressingly.

"Cheer up. We're giving you a tour of 2099. It's not so often you travel to the future." Summer smiles, cheering up the young spider.

"I remember you wanted to give me one last time. Alchemax didn't leave first good impressions." Peter quipped, getting a little chuckle out of Summer.

"They rarely do." Gabriel remarked.

"Miss Rose, a question." Salem said, getting the Huntress' attention to a conversation with the immortal witch. "I sense you are the current host of a Maiden, correct?" She asked, sensing that Summer is the 2099 host of the Summer Maiden.

"And what if I am?" Summer sternly glares at her, as she doesn't trust Salem with important information.

"I'm just curious. Frankly, I'm a little surprised Ozpin's magic still persist for another century. Tell me: Is he still alive in this era?" Salem asked, wondering if her mortal enemy is dead.

"No. He's been dead for decades." Summer answered.

"I'm not too sure. He has an annoying habit rearing a new head when you least expect it." Salem responds, thinking Ozpin might still be alive through one of his reincarnations.

"How far 'til we get to downtown?" Peter asked his driver.

"Not too far unless we run into traffic." Gabe replied.

"In the air?"

"There is a thing called air traffic."

While in the hovercar, Cindy's spider-sense is tingling, wanting her to look down at the streets to notice something very odd, even for 2099 standards. "Isss that kind of car normal in 2099?"

**BGM-Transformers Devastation OST-** **Constructicons/Sentry Bot**

Everyone on the car looks down to see a futuristic armored criminal trashing the city on a large metal wheel vehicle that he's cybnertically attached to for maximum efficiency. "No, it is not." Gabe remarks nonchalantly, while this Big Wheel is destructively rolling down the streets.

"Is he driving a big wheel?" Julia asked, finding this criminal ridiculous.

"Big Wheel? Talk about driving down memory lane." Peter jokes, as he fought a criminal named Big Wheel in his time. He mentally puts on his nanotech suit to change into Spider-Man and jumps off the car to deal with Big Wheel 2099, "This won't take long!"

"Hey! I want to fight future criminals too!" Cindy shouts, quickly putting on her Silk costume and jumps down to the fight.

"I'm joining too!" Summer also jumps down, joining the action with her great-uncle and Silk.

"You two aren't joining?" Gabe asked Julia and Salem who are still in the car.

"I'm not a hero." Salem stoically told him.

"And I need to be a hero in case she does something stupid." Julia quipped, making fun of Salem.

Meanwhile, Spider-Man, Silk, and Summer drop down in the middle of Big Wheel's rampage, quickly getting his attention when he catches a glance of Peter. "Spider-Man?! Why are you wearing the original's costume?" Big Wheel 2099 asked, mistaking him for Miguel.

"'Cause I AM the original; accept no substitute." Peter quipped.

"Seriously? My first time out, and I run into my ancestor's nemesis? This is great!" Big Wheel is ecstatic to be fighting his ancestor's greatest enemy and uses this chance to prove himself to the criminal underworld. He commands his vehicle to unveil its flamethrowers, spewing blue fire that forces the heroes to dodge.

"I'm thrilled for you. Who's your ancestor? The Spider-Mobile?" Spidey quips, swinging away from his flames.

"I'm Big Wheel, and I'm no joke!" He retorts, focusing his fires on the jokester.

Silk takes this opportunity to dive kick the criminal in the face and quips, "Dude, you're driving a giant wheel. It's hard to take you seriously."

"Who the shock are you?" Big Wheel asks while chasing her with his burning vehicle.

"The name's Silk. Ever heard of me?" She quipped, swinging away from the villain.

"No."

"Aw man. Maybe beating you will inspire a Silk 2099 to show up." Silk flips in the air, blinding the criminal with her webbing.

While he's trying to rip the webbing off his face, Summer quickly slices off his vehicle's weapons with her dual-wield energy kamas, frighteningly Big Wheel when he realizes they're destroyed. "No! You destroyed my weapons!" He freaked out, then was quickly knocked out by a speedy Spider-Man's swing-kick and was webbed to the ground by Silk.

**BGM End**

"You didn't need to teach us to laugh at you, it comes _naturally_. But don't worry: Roadside assistance will be here to help you with your unicycle." Peter quips to the defeated Big Wheel.

Gabriel drives his car next to the heroes to pick them up after they won, "C'mon, we need to go before the Public Eye shows up." He told them.

"Sorry. Slight detour." Peter quips, hopping back into the car with the other two as Gabe drives them away.

After a little while driving down dozens of stories, the heroes finally arrived in the underbelly of Nueva Vale dubbed "Downtown", which is remnants of the old New Vale City but left in ruins. "Here we are. Downtown. This is what's left of the old New Vale City." Gabriel informs his guests, parking his car somewhere in Downtown.

"My god. Everything is in ruin. This is what remains of the old city?" A shocked Peter asked while walking behind Gabriel and Summer through the ruins of the old New Vale.

"Unfortunately. It's still unclear what happened, but there was a big disaster that ended the original Heroic Age, destroying the city. Nueva Vale was built on top of it." Summer briefed them on Downtown's history.

"Well, that's nice to know." Julia joked, wearing her Arachne costume again after entering Downtown.

"A similar catastrophe happened on Remnant centuries ago, when the Gods wiped out mankind until they reemerged with the Faunus much later." Salem briefed her allies on a piece of Remnant's lost history.

"And who's fault was that again? I recall she's _immortal_. Has magic _powers_. Has pale clown _skin_…" Spider-Man quipped, annoying the witch who was responsible for mankind's first annihilation.

"Zip it." Salem sternly told him.

The group enters a ruined section of Downtown that used to be the campus of a university. "This place would make for the perfect hideout." Gabriel said, gesturing to a sign that has the initials, "ESU", indicating where they are.

"Empire State University? Hoped I graduated before the end of the world." Peter joked, recognizing these are the ruins of his college.

They walk into the science building, which also has seen better days. It's a little messy, definitely, but it looks like some old tech lying around are still functional to a degree. Peter takes the lead this time and leads everyone into a large and abandoned laboratory.

"What's this room?" Silk asked.

"Dr. Sydney Lanning's lab. He's a Quantum Mechanics professor at ESU in our time." Peter answered. "It's messy, but I can build portal devices in here once Miguel shows up with the tech. Summer, send your boyfriend our coordinates and ask him what's the hold up." He requested.

"Got it." Summer uses her futuristic phone to call Miguel. "Miggy, we made it to Downtown. Sending you the coordinates of our location. Have you guys got the tech from Alchemax?" She asked him.

'_Yeah, but we might be a little late.' _Miguel answered.

"Did you run into Karn?" Summer replied.

* * *

**Currently in Nueva Vale…**

**BGM-Transformers Devastation OST-Decepticon**

"If Karn looks like a cyborg cowboy!" Miguel replied to the Huntress, holding onto the bag with the tech, while swinging for his life away from laserfire from a cowboy-looking, cyborg mercenary driving a hovercraft chasing Miguel's group.

'_You ran into Venture?' _Summer remarked, recognizing that description fits the cyborg bounty hunter of 2099.

"Yeah! Alchemax got wind we were in their facility so they sent Venture to stop us!" Miguel said, hurriedly dodging Venture's laserfire.

"Hold still, bug." Venture aims his hi-tech energy weapon perfectly at Miguel's back and was going to fire, if Scarlet Spider didn't brutally kick him off his vehicle.

"Get away, punk! We have enough hunters to deal with!" Kaine said. Venture fell for quite a bit until he activated his jet feet to recover and hover in midair, glaring coldly at the clone. "Of course he flies." Kaine dryly muttered. Venture quickly fires a big laser at Kaine, which he blocks but was temporarily knocked out of the air.

"Why are you stealing tech from Alchemax, Spider-Man?" Venture turns his attention to the retreating Miguel and fires a barrage of energy bullets at him.

"None of your business, partner." Miguel swings away from his relentless attacks and quickly webs up his jet boots, causing him to stop flying. Spider-Woman quickly flies towards Venture, punching him onto a rooftop. The hunter was going to retaliate with his gun, but it was quickly yanked away by Scarlet after he returned. The raging spider pops out a stinger, spin-jumping towards the mercenary and slices off his cybernetic arm ruthlessly.

"AAGH! You sliced off my arm!" Venture retorted in pain, before he was immediately blasted in the back by Jessica's Venom Blast, knocking out the cyborg hunter.

**BGM End**

"And I short-circuited your circuits." Jessica quipped, looking at the defeated hunter as Miguel regroups with them. "You sure we got all the tech we need?" The Avenger asked him.

"I'm sure. Let's regroup with Peter and start working on the devices." Miguel replied, then leaves with his group to reunite with Peter's.

* * *

**Later at Downtown…**

**BGM-Sonic Colors OST-Yacker's Plea**

"Viola! Web-Watches for everyone!" Peter said, giving his Web Warriors their own dimensional wristwatch after spending some hours creating them using the Alchemax tech Miguel acquired for him.

"You're calling them 'Web-Watches'?" Jessica questioned, wearing her portal device on her wrist.

"Makes sense. A web that connects all of time and spaces!" Peter remarked.

"These watches will allow us to travel between the strands of the Great Web?" Silk asked him.

"Salem thought it was a good idea, which correlates with my plan earlier before we were rudely interrupted. We're going to recruit spider-people from other universes to help us fight Karn, and I know the perfect spiders that has the skills that'll help us put him down." Peter said.

"Like who?" Arachne asked.

"There's the 'noir' Spider-Man who helped me and Miguel beat Mysterio a while ago. There's one universe where Gwen Stacy gained spider-powers and calls herself Spider-Woman. Haven't seen her in a while. And there's another universe with a Spider-Woman, and a young Spider-Man who's named Miles Morales." Peter informed his teammates of the spiders that he wants to recruit into his team.

"I didn't know there was a universe with a 'Spider-Gwen'. And are you sure you want to invite Morales into this deathmatch?" Kaine asked his brother.

"Miles is young, but he has talent. This is also a good way to protect him in case Karn shows up in that universe. God forbid that world loses another spider." Peter replied.

"Understandable." Kaine understood.

Peter uses his Web Watch to open portals to the spiders that he wants to recruit into his team, "Alright, team, chop chop! It's spider-recruiting time!" He joked, as the Web Warriors are prepared to travel the multiverse in search of the spiders that'll be enough to finally defeat Karn.

**BGM End**

* * *

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Theme of Spider-Man**

**KFX Here: Spider-Man 2099 officially joins the Web Warriors. Summer Rose 2099 and Gabriel O'Hara returned in this chapter, but that's pretty much it for them. Don't expect them to be mainstays for the rest of the story. They're at best the guest characters while the main focus is on Spider-Man and his Web Warriors/Spider-Army.**

**Tristan Waits: Besides Salem (who has spider-powers coded in her DNA), symbiotes are excluded from this story. Symbiotes like Anti-Venom and Toxin don't have the "spider-essence" Inheritors are looking for, which is why they don't hunt them and go after actual spider-people.**

**TheOkWriter: This story consists of 3 Acts and is different from the original Spider-Verse storyline. Be patient.**

**Next time: Spider-Recruiting, starring Spider-Man Noir, Spider-Gwen, Miles Morales, and Ultimate Spider-Woman!**

**Question of the Chapter: Did you like reading the brief return of Summer Rose 2099 and Gabriel O'Hara? Would you like to see them in more stories?**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	7. Act 1 Issue 6: The Gathering

**BGM-Spider-Man: Web of Shadows OST-Main Menu**

**Amazing Spider-Man: Look out! It's your friendly neighborhood Spider-Man! We accidently got transported to 2099 and decided to enlist Miguel O'Hara's help to defeat Karn. He borrowed tech from Alchemax so we could build "Web Watches" that'll allow us to travel between dimensions. Our mission now is to recruit spiders from other dimensions that I know have the skills that'll help us put Karn down for good. Let's get started! Who's gonna be our next Web Warrior?**

**BGM End**

* * *

_Act 1 Issue 6: The Gathering_

**Manhattan, New York City (Earth-65)**

A transdimensional portal opens on a rooftop in a dimension very similar to the Prime Universe. Walking out of the portal is Scarlet Spider and Silk, as the duo have been tasked to recruit the Spider-Totem of this dimension into the Web Warriors.

"Think this is it. Earth-65." Kaine said, using his Web Watch to close the portal.

"We're _actually_ in another dimension? Doesn't look too different from our world." The amazed Cindy said as this is her first time traveling dimensions. She looks at the different buildings around her, then looks down at the streets below watching civilians minding their own business, blissfully unaware there are two new spiders that have entered their world.

Kaine says, "Parallel dimensions usually have a lot of similarities, but we're not here to sightsee. We're here to find Gwen Stacy. According to Parker, she was bitten by a radioactive spider in this universe instead of him and became Spider-Woman, and has helped him against big threats once or twice in our universe. At the very least, she's experienced."

"I would probably be just as experienced if I didn't spend some of my life inside a bunker reading old comic books." Cindy quipped.

"At least you HAVE a life. I don't." Kaine said.

"That's not true. You do have a life." Cindy replied.

"Not until recently. Most of my life was 'inherited' from Parker." Kaine responded, reminding her that he's a clone of Peter Parker. "But enough about me. We need to find Gwen, but where could she be?" He pondered.

"Maybe my spider-sense could track her." Silk believed.

"Since when could spider-sense track other spiders?" Scarlet asked.

"You wouldn't know since you don't have a spider-sense." She quipped. The Korean spider perches on a ledge, closing her eyes to concentrate on her spider-sense to find the nearest Spider-Totem. After a quick moment, her head buzzes, seemingly locating a spider. "Think I found her. Follow me!" She swings off to track Spider-Gwen.

"Slow down!" Kaine swings off as well, following Silk through the city.

The spider-duo track Spider-Gwen's location somewhere inside a warehouse with lights on. "She's in here, and I hear music. Is she part of a band?" Silk wondered, looking at Kaine but he's not sure himself.

**BGM-** **Married With Sea Monsters (Band)-Face It Tiger**

The spiders look through a window on the roof watching a teenage rock band called the Mary Janes practicing their best song called, "Face It Tiger". The lead singer is this world's Mary Jane Watson, rocking out on her guitar. Glory Grant, a killer on the keys. Betty Brant, the best lead guitarist of the group. And then there's Gwen Stacy herself, the amazing drummer secretly the amazing Spider-Woman.

**BGM End**

The Mary Janes are having a blast practicing their new song. Short, but very memorable, and can make quite a catchphrase. "Great rehearsal, everyone," MJ said, after finishing their rehearsal, "We are ready to…Where do you think you're going?" She quickly gives Gwen a stern look when she notices her about to sneak out, which happens a lot because of reasons.

Gwen awkwardly stops on her tracks and shamelessly says, "Out. I'm hungry."

"You're _always _hungry." Betty remarked.

"Yeah, but this is double bonus hungry." Gwen said.

MJ tells her, "We have a concert tonight. If you're late, I _swear_-."

"I won't be late. Cross my heart." Gwen promised, giving her band an awkward smile as she walks backwards to open the door.

"Fine. But bring me fries!" MJ reluctantly allows her to leave.

An awkward Gwen gives her a thumbs-up before closing the door. She looks around to see if anyone is going to notice what she's gonna do next, and when the coast is clear, she makes one amazing jump to the roof as if she has superpowers. But she's not the only one with powers. When Gwen arrives on the roof, her spider-sense goes off for some strange reason, shockingly turning around to be greeted by Silk and Scarlet Spider standing across from her.

"Who the?!" Gwen remarks in shock to be greeted by spiders other than her.

"Hi." Silk casually greets the young hero. "Don't freak out, but we're actually…"

"Spiders from other universes?" Gwen guessed correctly.

"Good guess." Silk quipped. "My name is Cindy Moon, also known as Silk. And the brooding tough guy behind me is Kaine, aka Scarlet Spider. You're Gwen Stacy. Spider-Woman, right?" She asked her.

"Uh, yeah. How do you know that?" Gwen replied.

"We're friends with Spider-Man from our universe. You know him? Peter Parker?" Silk conversed.

"Peter?!" Gwen remarks with a surprised expression on her face, then has a happy smile on it. "Oh, you're from HIS universe. How has he been these days? Haven't heard from him since that time we took on Ultron Sigma. What's been going on and why are you here?"

"Long story short: Worlds merged, aliens invaded, world war 3, and every spider across the multiverse are being massacred by a homicidal maniac if we don't do something." Kaine answered stoically. "That's why we're here, Gwen. We need your help." He requested her help to defeat Karn.

"I _was _going to get a burger, but it has been a while since my last crazy multiversal slobberknocker. Alright, I'm in. Let me get dressed." Gwen quipped, joining their team.

"AAAAAH!"

"_Then_ we save that woman from getting mugged." Gwen quips, looking at a nearby alleyway and spots a woman about to be mugged by three crooks.

"Sure. Show us what you can do." Kaine allowed.

**BGM-Spider-Man: Into the Spider-Verse OST-Spider Training**

Gwen opens up her backpack and takes out her white-and-black spider suit with a hoodie. She puts on her costume and changes into the spectacular Spider-Woman, leaping into action to protect the poor woman from being mugged.

"You know, this is why tourism is suffering. Can't you think about the city for once?" Spider-Gwen quipped to the muggers.

"This is none of your business." One of the muggers said to the hero.

"Really? THAT'S what you're going with? Cliché much?" Gwen quipped.

One of the muggers is ready to shoot her, but Gwen isn't worried at all as she still jokes, "I guess we're doing this. I _was _going to go get a burger, but hey, you do you." She webs his gun to his hand and kicks him in the face, knocking him down while his partners point their guns at her. "Great. Shoot the spider. Because that works." She jumps into the air before they shoot. "This could've been so easy. Now it's going to be sticky and weird. Thanks for that." The spider-heroine webs another mugger to the wall, avoiding gunshots from the other gunner. "Give me that." She easily webs his gun and the gunner himself to the wall.

The frightened crook with the webbed handgun tries to run away, only for Scarlet Spider to suddenly block him and brutally knock him out with a single punch, allowing the incoming Silk to web him to the ground.

**BGM End**

"Thanks for the help, not that I needed it." Gwen quipped, but is grateful for her new friends' assistance.

"You're welcome." Kaine said dryly.

"Umm…" The civilian that was saved by Spider-Gwen was a little shock to be saved by her, and her new partners.

"Uh…hi?" Gwen said awkwardly to the woman.

"It's…It's you." She said.

"Yeah…" Gwen said, not exactly sure how to respond as Spider-Gwen is a vigilante and not exactly loved by the city despite her good deeds.

Surprisingly, the woman she saved doesn't care about her infamous reputation and gives her hero a hug for saving her life, "Thank you so much."

"You're…not upset?" Gwen responded.

"You and your sidekicks saved me. You're our hometown hero." The civilian said, grateful for Spider-Gwen.

"Did she just call us sidekicks?" Silk looked at Kaine, who responds with an annoyed groan.

"I…uh, thanks." Gwen said to the civilian, liking that she's being loved for once and not harassed. "Can you call the cops to come get these jerks? I really want that burger." She asked her.

"Absolutely." The civilian picks up her cell phone, calling the cops on these muggers.

"Cool. C'mon, sidekicks!" Gwen jokingly said to her partners, before the trio swings through the city.

"'You really want that burger? Cool?'" Silk quotes her lame banter.

"Yeah, I think I broke my banter." Gwen remarks as they land on a rooftop.

"You're not getting that burger until we save the multiverse. C'mon, kid." Kaine said, opening a portal with his Web Watch to 2099.

Gwen sighs, "MJ's gonna kill me. I mean _literally_ kill me, but we gotta go."

"With you by our side, shouldn't take long. It's good to have you, Gwen." Kaine said with some sincerity, as the spiders return to their base of operations with the newly-recruited Spider-Gwen.

* * *

**Manhattan, New York City (Earth-90214)**

While Scarlet and Silk were busy recruiting Spider-Gwen in that universe, a portal open into Earth-90214 for Spider-Woman and Spider-Man 2099 to drop in to recruit Spider-Man Noir to the team. Jessica and Miguel found themselves on a rooftop in a dark and gloomy New York City that might as well be colored in black and white, fitting for a noir setting.

"If Peter's Web Watch worked, then we arrived in Earth-90214." Jessica said.

"You sure? This place looks very low tech." Miguel remarked on the noir setting, which feels very alienating compared to the future where he's from.

"It's the 1930s, genius. Not 2099. Television was barely a thing here." Jessica quipped. "Focus. We need to find the Spider-Man of this world and recruit him to the team, assuming Karn hasn't found him yet. The Web Watch should've transported us near his location but I don't see him. You worked with him before. What does he look like?" She asked Miguel.

**BGM-Spider-Man: Web of Shadows OST-Black Cat Chase**

Suddenly, the duo hears police sirens coming from the streets below. They look down to see several old fashion police cars pursuing a hijacked car stolen by criminals. Swinging through the city is Spider-Man Noir himself, wearing a black trenchcoat and a fedora, chasing the criminals.

"Like that. Though I don't recall the trenchcoat and fedora." Miguel quipped, recognizing Noir.

"Let's go help him out." Jessica said, jumping down with Miguel as they glide towards the car chase.

The police are having trouble tailing the criminal car with its crooks popping their guns out of the windows and unloading their bullets at their pursuers. The criminal leader driving the runaway vehicle is a man named Fred Myers, who likes to go by the name of his signature weapon, Boomerang. "Best give up! You coppers will never get yer hands on ol' Boomerang!" Boomerang Noir smiled, confident he will escape after a successful museum heist.

"Good thing I'm not a copper!" Noir suddenly drops on the front of the vehicle, startling Boomerang and his posse. "I'm something _far _worse." He said to frighten the criminals.

Boomerang fearlessly smiles and says, "The Spider-Man. You sure picked a g'day to die." which prompts his passenger to fire his bullets through the window at the hero.

Noir quickly jumps off the car and swings away from the bulletfire trying to pierce holes in his trenchcoat. Before one gunner could get a lucky shot, his gun and then himself was suddenly yank away to get webbed by Miguel, who joins Noir swinging in the air alongside a gliding Jessica.

"It's you! That future Spider-Man!" Noir recognized Miguel from their recent adventure together.

"Been a while, hasn't it, Parker?" Miguel responded.

"Who's the doll?" Noir asked, looking at Spider-Woman.

"Doll?" Jessica remarked with a weird expression.

"Introductions will have to wait. Need help with the crooks?" Miguel asked Noir, wanting to help him beat Boomerang.

"Be my guest." Noir allowed their assistance.

"Three of 'em?!" Boomerang retorts, shocked to be seeing two new, colorful spider-people. "What are you waitin' for, fellas? Shoot 'em!" He ordered his minions.

His henchmen fill the skies with their bullets, but none of them could touch the heroes. When she saw an opening, Jessica blasts the back of their car with a Venom Blast, causing an explosion that flips the vehicle into the air as they approach a bridge. The Spider-Men work together catching the car with a large web net, incapacitating the crooks except for Boomerang, as he managed to jump out of the car when it got caught.

"End of the line, pal!" Miguel confronts the noir criminal.

"You ain't catching me!" Boomerang throws a sharp boomerang at the future spider, but he easily dodges it by leaving behind an Accelerated Decoy, bewildering the low tech criminal. "What kind of magic trick was that?!"

"Not magic." Miguel catches his flying boomerang with his web and throws it at his face, stunning him long enough for Noir to finish off.

"A beatdown." Noir delivers one brutal punch that completely knocks out the boomerang-loving criminal.

**BGM End**

"Oy!" Boomerang grunts before slipping into unconsciousness.

"I warned you this would come back to haunt you." Noir quipped.

Jessica lands next to the spider-duo and quips, "That was pathetically easy for 1930s standards."

They hear police cars approaching the bridge, meaning it's time for the spiders to make a sneaky retreat for a more private place where they could chat. "Thanks for the assist, but I know you didn't come here for a car chase." Noir said to the other spiders, as they swing to a nearby rooftop to continue their conversation. "Do you need my help against another wannabe god?" He asked them.

"Someone FAR worse." Miguel replied. "The spiders across dimensions are facing extinction by a monster named Karn."

"He's a spider-hunter. Goes out to different worlds to kill that spider and become stronger by draining their lifeforce." Jessica added into the conversation.

Miguel continues, "He's too strong to take alone. That's why we're forming a team of spiders if we want to end his carnage across reality. We came to recruit you since you were a big help stopping Mysterio when he was destroying reality. What do you say? Want to help us out again?" He asked Noir, wanting to recruit him into the team.

"I have no other plans tonight. Sure. Let's go beat up this bastard." Noir said, joining the Web Warriors.

After hearing that pleasant news, Miguel opens a portal to 2099, "Thanks. C'mon. We're all meeting in my world in 2099."

"And just to let you know, in the future, the Nazis lost the war and television got _really _big." Jessica spoils Noir with future news as the trio walk through the portal.

* * *

**Manhattan, New York City (Earth-1610)**

In the Ultimate Universe, Amazing Spider-Man, Arachne, and Salem were teleported to a New York rooftop safe and sound thanks to Peter's Web Watch. "Hello again, Earth-1610! Missed me? Didn't think I'd be back so soon, but at least it wasn't by accident. Wonder how Miles' doing?" Peter said jokingly as his group entered this universe.

"Isn't there a Peter Parker in this universe? What happened to him?" Arachne asked him.

"He died during his last fight with Green Goblin. This world lost its greatest hero that day." Peter said somberly.

"You're dead in this universe? I almost thought that was impossible." Salem remarked.

"Peter Parker may be dead, but Spider-Man lives on in Miles Morales. He's young, but don't let that fool you. He's one of the best Spider-Men I know. Believe me." Spidey replied, confident in Miles' abilities.

"I'll believe you when I see him in person." Salem replied.

"The Web Watches are connected to the Web of Reality, and by extension every Spider-Men in the multiverse, so it should've teleported us atop of his location." Peter said.

"AAGH!"

**BGM-Ultimate Spider-Man (Game) OST-Spider Man Hero**

Peter and his group looks down from a ledge and sees that Miles Morales, the Ultimate Spider-Man, was violently blasted to the wall in the middle of a fight. "See, I was right." Peter quipped casually.

"C'mon, Spidey! No time to rest!" Ultimate Spider-Woman said, while fighting their enemies, Ultimate Shocker and Ultimate Electro.

"I just took a shockwave to the face. I need a breather." Miles quipped, quickly standing up and jumps back into the fight assisting Spider-Woman.

"This world's Spider-Woman is with him too. That saves us some time. How 'bout we lend them a hand." Peter suggested to his teammates.

"_C'mon, Herman. They're just a buncha kids." _Ultimate Electro acts cocky and fires several electric bolts at Miles and Jess, which they quickly avoid.

"I didn't know your name was Herman." Miles quips, flipping through the air while blinding Electro with his webbing.

"You're just as annoying as the original Spider-Man!" Ultimate Shocker retorted, preparing to unleash his powerful shockwaves on the young webslinger.

"Awww. You guys do care."

Shocker looks up, instantly terrified upon spotting Peter's group jumping into the battle. "What the hell?! He's alive?!" He reacts in surprise, mistaking Peter for the one that died recently.

"_Hell no! He's supposed to be dead! I was there!" _Electro retorts, shocked to see Peter as well.

"Peter, is that you?" Miles asked, just as surprised to be reuniting with the Peter Parker from the other universe.

"What're you doing back in this universe?" Spider-Woman asked him.

"Thought you guys might need some help." Peter quipped.

"Against Shocker and Electro? If we want their beatings to be more embarrassing." Miles joked, joining forces with Peter once again alongside Spider-Woman, Arachne, and Salem.

"There's five of them! What the fuck should we do?!" The terrified Shocker asked his partner, as he didn't expect today he'd be fighting five different spider-people.

"_They're all fakes! Easy to kill!" _A furious Electro unleash his powers against the spider-team, which they easily dodge with their spider-reflexes.

"Dude, can you go wear some pants. We have guests." Miles quips, zipping from his webs to land a strong left hook that knocks away the electrified villain.

"I'll kill ya! I'll kill ya!" Shocker threatens to blast Peter but was way too afraid to attack. Peter casually webs his gauntlets just when he decided to attack, causing them to backfire and shock the crook humorously."

"Guess it's true what they say. The only person more pathetic than Shocker, is Shocker. What a shock." Peter quipped, allowing Arachne to deliver the finishing kick onto Herman.

Meanwhile, Salem effortlessly avoids each of Electro's lightning-fast bolts as they pose no threat to her vastly superior skills and moveset. _"Don't know what's your business, lady, but you made a grave mistake getting in my way!" _Electro charges up a large electrical sphere and hurls it at the sorceress.

"Really?" Salem casually puts her hand forward, conjuring a mystical barrier that easily reflects his powerful attack right back at the stunned villain, knocking him off the air. Spider-Woman webs the falling villain and violently smacks him to a building. She switches to Miles, who webs Electro and brutally slams him onto the streets.

"Lights out, Electro!" Miles flips to deliver the finishing stomp to the back that knocks out the supervillain. "And since you're grounded, your powers get discharged, meaning it's nighty-night." He webs the unconscious villain to the ground for the police or SHIELD to pick up later.

**BGM End**

"You're learning, kid, and your skills are improving. You're making Big Bro Spidey proud." Peter compliments his young protégé.

"Thanks, so, uh, what brings you back to our universe? Was it by accident again? And who are these people with you?" Miles stands next to Jessica, asking about Peter's return and his new group.

"Arachne and Salem. They're spiders from my universe. And we came here to get you and Jess." Peter said to Miles and Jess.

"Your name's Jess?" Julia asked the young Spider-Woman.

"Jessica Drew." She introduced herself.

"She's also my clone in this universe." Peter added, telling his teammates that this world's Jessica Drew is also a clone of the late Peter Parker.

"Seriously? How many clones do you have?" Arachne reacts in surprise that Peter has a female clone.

"This is interesting." Salem remarks, intrigued and a little surprised herself of the existence of a female Peter Parker.

"Why do you need me and Jess?" Miles asked, returning to the original topic.

"We need your help against a madman named Karn killing spider-people across universes. I'm forming a team of Spideys to kick his butt. Wanna join?" Peter casually asks Miles and Jess to join his interdimensional Web Warriors.

"Heck yeah! I would love team up with you again!" Miles accepts, ecstatic to be teaming up with his predecessor again.

"Sure, why not? SHIELD should be on their way to pick up Shocker and Electro, leaving me with some free time." Jess said, accepting his request to join the Web Warriors.

"Awesome! Let me open a portal to our base. I'm sure the others are also done recruiting their Spideys." Peter opens a portal to 2099 with his Web Watch, leading his new recruits and the rest of his group back to their base of operations.

* * *

**2099 A.D. (Downtown)**

**BGM-Mega Man ZX Advent OST-Dive into Depth (Tunes Ver.)**

Peter teleports his group inside the ruins of the old ESU building, which the Web Warriors are using as their makeshift hideout. And just as Peter expected, the other groups have just finished recruiting Spidey Noir and Spider-Gwen into their forces.

"Looks like the gang's all here." Peter said, glad to see his team are fully assembled.

"How many more spider-people are there?" Miles asked, a little surprised to be standing with all these spiders from other dimensions.

"Save it for comic-con." Peter quipped.

"What's comic-con?" Miles asked sincerely.

Ultimate Spider-Woman walks up to greet the Spider-Woman from the Prime Universe. "Hi. Your name is Spider-Woman. Jessica Drew, right?" Ultimate Jess asked her older counterpart.

"Yeah. You're also Jessica Drew?" Prime Jess asked her.

"Yup, but I'm guessing you're not a clone of Peter Parker." Ultimate Jess reveals to her counterpart she's a clone from her universe.

"Oh GOD no." Prime Jess answered, jokingly disgusted that she's a clone of Peter in another universe.

Meanwhile, Peter has a little reunion with Spider-Gwen, the counterpart of his deceased ex-girlfriend. "Gwen! It's great to see you again!" Peter smiled, hugging her.

"Same here, Pete. Heard what we're up against. Sounds like we have a real fight in our hands. We still promise to watch each other's back?" Gwen asked the counterpart of her deceased friend after they stopped hugging.

"You betcha." Peter replied, before facing Spidey Noir. "Hey there, past me. You ready for this?" He asked his counterpart.

Noir whips out his pistol revolvers from his holsters to twirl them and replies, "Got my favorite revolvers in case things get rough."

"Unless those guns shoot webs, I don't approve." Peter quips, disliking a Spider-Man using firearms.

"Does it matter? This Karn character sounds invincible." Noir remarked.

"Karn's tough, but he CAN be hurt. Remember how we beat Mysterio when he had the powers of a god? We worked as a team. Only together we have a chance beating Karn." Peter replied.

"So how're we beating him?" Miguel asked their leader.

"The same way how we beaten his family. We'll trap him in a dimension that's impossible to escape from." Peter answered, before turning to Salem. "Salem. Do you know any magic spells that could do the job?"

"Hmm…" Salem ponders for a moment before answering, "There is _one _spell Dr. Doom taught me during our partnership. A banishment spell to a dark realm that is said to trap any individual for all eternity, but I'll need some time to incant the spell."

"Then we'll just have to hold him off until you're done. Can you unlock everyone's Aura in one stroke?" Peter asked.

"Child's play." Salem conjures large glyph underneath the gathered Web Warriors and uses her magic to unlock any spider who hasn't had their Auras unlocked.

"I feel weird. Why am I glowing?" Spider-Gwen asked, looking at her glowing purple hands and body.

"It's your Aura. It'll boost your powers and strength your defensives. And if you already figured out your Semblance, that'll be much appreciated, 'cause against an Inheritor, we'll need to be at the top of our game." Peter explained his reasoning for everyone to have an Aura.

"I remember when Yang unlocked my Aura. It saved my life more than once." Miles recalled.

"Will this really help against Karn?" Ultimate Jess asked her leader.

"I've seen _normal_ humans with their Auras perform some questionable, but incredible things. We already have super-spider powers. With our Aura strengthening them, we're basically unstoppable!" Peter said, giving hope to their victory.

"Let's hope that'll be the case against Karn." Arachne hoped.

Nearby, Summer interrupts the meeting, walking inside their secret base and placing down a box of 2099 Dust on a table. "Oh. Looks like everyone is here." She notices the assembled Web Warriors. "Just got back buying some top-tier Dust in case any of you needs it." She told them.

"I thought Dust is useless outside the planet's atmosphere." Jessica said, picking out a random Dust crystal.

"Dust has evolved over the decades where that's not the case anymore. It's stronger and comes in more advanced variations." Summer explained.

"Weiss got her hands on 'Quantum Dust' that can control space and time when she visited 2099. It might help." Peter remarked, thinking the 2099 Dust might help them out in the upcoming battle.

Summer frowns, "Unfortunately, that's the best I can do right now. I have other important business to take care of. Being a Huntress and a professor is not easy sometimes. But if you _ever _need my help, just call."

"Thanks for all your help, Summer. Glad to have met you in person this time. I'll tell Ruby you said hi once we're done." Peter said, truly grateful for Summer's assistance during this spider-crisis.

Summer then smiles, "It's been an honor working with the legendary Spider-Man, even if it wasn't for very long this time. Just promise me you and Miguel will be safe, and beat the shock out of Karn."

"Right." Peter nods, giving his great-nice a promising thumbs-up.

Summer shares a goodbye hug with her great-uncle, then goes to Miguel and the couple share a quick kiss. "Stay safe, Miguel." She softly said to her boyfriend.

"You too." Miguel replied with the same sincere tone.

**BGM End**

**BGM-Mega Man X8 OST-Advancement**

As Summer leaves Downtown, Peter's Web Watch receives an alert and informs his teammates, "Just got a ping of Karn's movements. While we're here gathering, he's been out in the multiverse killing more spiders. Gotta fix where he's gonna strike next. Make some last-minute preparations and we're heading out. It's payback time! Karn won't know what'll hit him!" He said, standing before his assembled Web Warriors as they ready to face Karn to their final battle.

**BGM End**

* * *

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Theme of Spider-Man**

**KFX Here: First off, hoped everyone enjoyed their Thanksgiving. Now it's time to enter the Act 1 finale to **_**Spider-Verse**_**. Spider-Man Noir, Spider-Gwen, Ultimate Spider-Man (Miles Morales) and Ultimate Spider-Woman have joined the party. The Web Warriors are assembled and are about to assault the villainous Karn to a final battle. Will they win?**

**XenoSlayer983: Spider-Gwen is still Spider-Woman and Miles Morales is still Spider-Man (or Ultimate Spider-Man). Spider-Ham is later.**

**Next time: Final battle against the invincible Karn!**

**Question of the Chapter: Since this was published on Thanksgiving, what are you most thankful for? Is it anything from this series or something more personal you would like to share?**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	8. Act 1 Finale: Aranea Ex Machina

**BGM-Spider-Man: Web of Shadows OST-Main Menu**

**Amazing Spider-Man: Look out! It's your friendly neighborhood Spider-Man! Got our reinforcements! Gwen, Miles, my female clone, and past me are joining the fight against Karn. The plan is to hold him off long enough for Salem to incant a spell that'll banish him to a dark realm that he'll never escape from. But first we need to find him. With this many spiders together, not even Karn will last long against our amazing teamwork. I hope.**

**BGM End**

* * *

_Act 1 Finale: Aranea Ex Machina_

**Earth-21316. A Ruined Castle**

**BGM-Spider-Man 3 (Game) OST-The City #3**

In an alternate reality of Remnant, set in its distant past, Karn is already on the hunt of this world's Spider-Totem. It's a young woman wearing a black spider-suit with a red spider symbol and matching red shoulder-length gloves and leggings, as well as a transparent blue web cape. She wears her long, pale platinum blonde hair outside her mask while swinging away from the relentless hunter, leading him to the ruins of an abandoned castle where they could fight properly.

The Spider-Woman of this world flips away from a swing of Karn's spear and quips, "Not much of a talker, are you? No need. I can read your movements that you're after me and only me for some reason, so I led us away from the village so innocent people won't get hurt." Meanwhile, Karn clenches a tight grip on a large stone with one hand and ruthlessly throws it at Spider-Woman at frightening speed, forcing her to quickly jump away from it and quip, "But I'm an innocent too, aren't I?"

Karn dashes towards the spider and would've stabbed her, if she didn't surprise him with a mystical barrier that repels him with a powerful web burst. "Another spider that knows magic." Karn grunts, annoyed and relatively unharmed by her counterattack.

"Spider-powers and magic powers. Nice combination." The mystical Spider-Woman quipped while her hands are charged with mystical energy.

"I've slayed Spider-Supremes. Dozens during the eons. You do not compare." Karn said menacingly.

Spider-Woman releases a barrage of mystical projectiles at Karn, who easily evades her pathetic attacks as he ruthlessly smashes her through the cold-stone ruins, leaving her weakened momentarily. She stands up, groaning, and clenching on her head as her spider-sense oddly tingles to something, "What is this I'm sensing? It's coming from afar and feels like me. Another spider?" She questioned.

**BGM End**

**BGM-Spider-Man: Web of Shadows OST-Chase**

Karn prepares to strike her until a portal open between him and Spider-Woman, interrupted by the Amazing Spider-Man's army of spiders jumping out to ambush him. "More than one!" Peter quips to this world's Spider-Woman. "Introducing the Web Warriors! All together! TAKE HIM DOWN!" Peter commands his team to unleash a full frontal assault on the surprised Inheritor.

"Other spiders? From other worlds?" The mystic Spider-Woman remarks to the Amazing Spider-Man.

"That's right. We all came together to beat this Inheritor. Wanna join?" Peter asked her.

"Of course. This Inheritor is a threat to my family and to this kingdom. The people call me Spider-Woman." The mystical spider introduced herself to Peter, while his team are holding their own against Karn.

"Name's Spider-Man, and I already have enough people on the team called Spider-Woman. Is there another name I can call you?" Peter asked her.

"My full name is Salem Parker. A pleasure to meet you." She introduced herself as this world's version of Salem with spider-powers.

"Drop the mic! You're serious?! Salem?!" Peter said, reacting in shock meeting Salem's counterpart.

At the same time, the immortal witch Salem appears by his side when she heard her name. "What is it, spider?" She asked Peter.

"I think I just met your counterpart. She's the Salem of this world." Peter told her.

"What?" Salem turns her head, looking at her counterpart.

"You're me?" Spider-Salem takes off her mask, shocking her dark counterpart that her face resembles her good, human form before she was corrupted by the Grimm pool. "Why do I look pale? Are you ill?" Spider-Salem asked her evil self.

"She has a skin condition. I'm taking her to the doctor if we don't die today." Peter quipped, annoying the evil sorceress.

"How kind." Spider-Salem smiled, before putting back on her mask.

"Quick question: How did you get your spider-powers?" Peter asked the spider-sorceress.

"I was bitten by a mystical spider after I was locked away in a tower by my father. That same day, a great warrior by the name of Ozma freed me and we lived happily ever after. Got married and had a few kids, and decided to use my new powers to protect mankind." Spider-Salem brief the two on her backstory, which is similar to Salem's own history except she's good and Ozma is alive.

Peter looks at his Salem and quips, "You two are a lot alike except in some key areas, like skin color. Your last name also isn't Parker, is it?"

"No." Salem said, annoyingly glaring at the jokester.

"Good, because I'd have to invite you to Thanksgiving and that would be really uncomfortable." Peter quipped.

"Enough about me and my counterpart! Focus on the task at hand, and that is the defeat of Karn!" Salem reminded him of their mission.

**BGM End**

**BGM-Spider-Man: Web of Shadows OST-Symbiote Boss**

Peter and the Salems look back at the fight between Karn and the Web Warriors. Despite being outnumbered, Karn is holding his own very well and getting some good licks on his enemies. "Karn's outnumbered. He's not used to fighting this many spiders together, but that's only one part of the plan. Can you use your magic to send him away?" Peter asked Salem.

"I told you. It would take some time incanting the spell. And I need him to stay in one place." Salem explained.

"For now, we'll slow him down. You and the other Salem lend support to the others." Peter orders as he zips into the fight.

During the intense fight, Spider-Gwen spins in place and throws a giant web ball at Karn, who easily cleaves it with his spear. Scarlet Spider uses his Semblance to generate metal armor over his skin and engulf his fists in flames to brutally assault the masked foe. Karn dodges one of his punches and slashes him in the chest, scarring his metal skin.

"AARGH! Even with my metal armor on, that still hurt like hell!" Kaine cursed, holding onto his wound.

"I got your back!" Spider-Salem shows up next to Kaine, blasting the villain away and zips closer joining the assault.

"Is she the spider of this world?" Kaine asked Peter when he showed up by his side.

"Yup. She's a good version of Salem." Peter replied.

"A _good _Salem? That's impossible." Kaine remarked.

"It's the multiverse, man. Anything could happen. There's probably a universe where you're a gentle sweetheart." Peter quipped. He swings in while Spider-Woman unleashes an Aura-enhanced Venom Blast stunning Karn and asks, "How's your Aura holding up?"

"We're not dead yet, so I say pretty good." Spider-Woman retorted, struggling to put Karn down with her attack.

The Inheritor withstood her Venom Blasts and smacks her away, then brutally knocks out some other spiders in a single attack, forcing Peter to switch tactics and says, "Coordinate your attacks with each other and don't hold back! Don't give him even a second to recover!"

After Karn knocks down Noir and Miles, Miguel and Cindy coordinate their speed and assault the hunter with a series of lightning quick and powerful strikes to his sides, ending with powerful double finisher to the back. While briefly stunned, Karn has one side of his body entangled in Arachne's psi-webbing. "Aura-enhanced psi-webbing should keep you in one place." Julia said.

Karn struggles to break free from her webbing as the other side of his body is entangled and stretched by Spider-Salem's mystical webbing. "And there's no way you're breaking free from my mystical webbing." She claimed, pulling on her webbing to keep Karn from breaking free.

Salem adds a little extra insurance with the Crimson Bands of Cyttorak binding him from his back, completely immobilizing him from all three sides. Karn continues to struggle loose as Miles hops onto his back and quips, "Tell me how this feels?" and uses an Aura-enhanced Venom Strike on his neck, stunning him long enough for Kaine, Ultimate Jess, and Noir to deliver a full-powered triple punch that sends him flying into the air, simultaneously breaking him free from his restraints.

The assault on Karn doesn't let up. Just as Karn is about to recover in midair, he hears a quip from Peter above, "Hey Karn!" and looks at his rainbow web hammer, "Taste the rainbow!" and gets brutally slammed into his own crater, then receives a powerful assault from his web hammer that knocks away his spear and smashes him across the ruins, causing him to slide until he recovered standing.

"The power of the Wisps. You've combined them into one. Impressive, but you'll need power stronger than that to stop me!" Karn remarks that he's familiar with the Wisps, before quickly appearing before Peter and delivers a powerful punch to the face that sends him flying.

Suddenly, a portal appears next to Karn as Spider-Gwen quickly blitzes him with a variation of Maximum Spider, assaulting him through portals using her Web Watch. "Don't let up! He's still weakened!" Gwen stated while pummeling Karn.

"Attacking him through dimensions. Not a bad strategy, Gwen." Peter compliments while recovering from Karn's attack.

"You're an unusual spider." Karn adapted to her strategy and backswings her away before she dives into another portal.

"Not so much. Not any more than the rest of us." Spider-Gwen quipped.

"I have encountered many more Spiders than you have, girl. And you give off hints of what is a most exceptional nature." Karn stated.

"You're not laying a finger on her, you inherited bastard!" Kaine retorts, violently smashing the side of his mask and knocks him away.

"Gwen, Miles, quick! Combine your ice and electric webbing! It's time for a science experiment!" Peter commanded.

Gwen fires her new Ice Webbing, using 2099 Ice Dust, to completely freeze Karn for a moment. "This Dust stuff is pretty cool." Gwen punned.

"Not as electrifying as this!" Miles wraps his electrified webbing around the frozen Inheritor.

**BGM End**

**BGM-Spider-Man 3 (Game) OST-Lizard Tension (Part 1)**

And since electricity and water, or in this case ice, don't mix well, a bright light instantly followed by a large explosion consumed the Inheritor. Despite that explosive combo, Karn survived. A little weakened, but very alive and very angry at their persistence.

"How the shock is he still standing?" Miguel cursed Karn's insane durability.

"He's weakening, that is certain. The attacks from Parker are the most effective considering his status." Salem said, reminding him that attacks from The Other is doing the most damage.

"Then shut up and keep attacking!" Noir web-strikes towards Karn, only to get grab by the leg and ruthlessly slammed to the ground.

The violent hunter picks up his spear and devastates his enemies with ferocious attacks and remarks, "Weakened? Pfft. You slow your annihilation, but infinitesimally. I and my family will feed on all the Spiders. We will annihilate the Web, and destiny will be ours!"

"There are others like him?" Spider-Salem remarked.

"Not anymore. Your family's long gone, Karn. I made sure of that." Peter responded, still thinking the rest of the Inheritors are trapped in another dimension.

"You lie. My family still lives. We are the ones who began this Great Hunt, to kill every Spider-Totem in the Multiverse. Pray you never meet the rest of my family, as they are less merciful than I." Karn rebutted, while easily knocking down Jessica and Salem.

"For your sake, you better be lying!" Kaine pops his stingers and fiercely locks them with his spear. Karn ferociously knocks down the clone before he was attacked by a burst of electricity from an invisible Miles. Spider-Woman continuously blasts her Venom Blasts on his back while the other spider-women attack him at once. Karn lets out an angry shout and claps his hands, blasting the women across the ruins with a devastating shockwave.

"His strength is unfathomable. It might even rival the Gods." Spider-Salem stated.

"I've beaten gods before! We can do this!" Peter quips, ferociously attacking the hunter with fists wrapped in rainbow webbing while using a Hyper Sense-enhanced Crawler Assault, an assault that pushes back Karn and wounds him considerably.

Miguel joins the assault with his speed and decoys to confuse Karn long enough for Noir to brutally ambush him from his blindspot. The roaring Inheritor counters all three spiders with a fierce spin-attack. He smashes the ground causing an earthquake within the vicinity, cracking the ground into two as the trench approaches the other spiders.

"Older me, with me!" Spider-Salem said to her counterpart.

The good Salem sprays her mystic-webbing on Karn's feet, then immediately assaults him with a barrage of mystic bolts. The totemic hunter deflects most of her shots with his staff until he was completely engulfed in a dark beam of destructive magical energy from the evil Salem.

"Working with myself. Now that's magical." Spider-Salem joked.

Salem grunts in disgust of her light-hearted counterpart, "While I'm cursed with immortality, my counterpart is cursed with jokes. Which is worse?"

Weakened from the relentless onslaught of the Web Warriors, Karn still has more than enough strength to stand and glare coldly at his prey. Peter quickly fires some webbing to bind Karn and says, "Everyone! Unload all your webbing on him! He's weakened! I can feel it!" and the spiders unloads all the webbing they could muster onto Karn, in the form of an endless storm of web shots bombarding him. It took about a minute but they were able to completely immobilize the Inheritor in the thickest web cocoon ever, too strong for even his strength to break free. And as extra insurance, Peter uses his Void Webbing to encase Karn in a violet energy sphere.

**BGM End**

The Web Warriors pant in exhaustion after barely immobilizing one of the strongest beings in the multiverse. A hunter that have killed countless other Spider-Totems since the dawn of time, is seemingly defeated thanks to their teamwork.

"The Void Wisp can bend time and space…That type of webbing is like a black hole pulling him down." Peter panted, explaining his Void Webbing.

"He's trapped in there, right?" Miles asked him.

"Probably not for long, which means we need to send him away right now. Salem!" Peter turns to the sorceress, prompting her to initiate their plan as they don't have long until Karn breaks free from his restraints.

"Right." Salem conjures her magic in her hands, summoning a large glowing sigil beneath the webbed Karn. She moves her hands around swiftly, incanting an ancient spell that'll banish him to a dark realm for all of eternity, saving the spiders from extinction.

But then, "AGH!" Salem's arms were stabbed by two very painful daggers that interrupts the spell.

At the same time, a whip entangles Spider-Salem, wrapping her into submission as she remarks, "NNAHH! What-?!"

Everyone was surprised when the two Salems were suddenly attacked and wonders who ambushed them. Karn seems to know, as he's directly staring at them from his cocoon, "You."

**BGM-Marvel Ultimate Alliance 3 OST-The Black Order**

Two twins with blond hair, dressed with matching red coats, are seen walking out of a portal into this dimension. The blond woman was the one who stabbed Salem with her knives as it was the blond man who entangled Spider-Salem in his whip. And both of them seem just as menacing and as powerful as Karn.

"Honestly, Brix, can you believe our brother's rude, unpleasant tone?" The Inheritor known as Bora said to her twin brother, Brix.

"I know. You'd almost think Karn was _unhappy _to see us after all this time." Brix joked.

Most of the Web Warriors don't seem to recognize these Inheritors, except for Peter, Kaine, and Salem. And judging from their horrified expressions, they were not expecting the twins to show up at all as they previously thought it was impossible.

"More Inheritors?!" Gwen remarked in shock.

"Son of a bitch! Parker, those twins…!" Kaine said, stunned with surprise.

"T-They are part of Morlun's family…They were there when we trapped them in another dimension. How…How the hell are they back?" Peter asked, horrified to see more Inheritors entering the battlefield.

Karn shouts, angrily breaking free from the spiders' webbing through his anger upon seeing his siblings again after so many centuries. "Indulge your sadism elsewhere, children. This hunt is MINE!" He claimed to his siblings.

"For shame, brother." With a sadistic smile on his face, Brix presses a button on the handle of his whip that is entangling Spider-Salem, activating its spikes to pierce her body as he tightens his weapon. "There's _plenty _of prey to go around." He said, before electricity surges through his whip, violently electrocuting Spider-Salem all the way to her death.

"SALEM, NO!" Peter shouted. Even Salem herself was quite shock from witnessing her own counterpart's death.

"We need cover! There's no way in hell we can beat three Inheritors! We need to retreat!" Jessica told her teammates, while her younger self and Silk throw a giant rock at the Inheritors.

Noir quickly drops a smoke pellet that'll cover their escape, "This'll only buy seconds. Not enough to get away." He said.

"Miles, Kaine, get Salem out of there!" Peter orders them to save Salem from the Inheritors' clutches.

As the spiders begin their retreat, Karn thunderclaps the smoke away from himself and his annoying siblings. "Have a care, brat! You almost struck me!" Karn insulted his brother.

"YOU watch it!" Brix argued.

"This is like old times. The two of you bickering like magpies, while I run up the kill score!" Bora throws her knives at the invisible Kaine and Miles carrying the wounded Salem to safety, but Ultimate Jess intercepts and catches her weapons.

"More like run your mouth!" She violently throws a knife at Karn, stabbing him in the chest, and the other one through Brix's neck.

"Bora, you idiot!" Brix insults his twin sister.

"I-I didn't mean-." Bora stuttered.

"I'll brook NO MORE humiliation from you!" Karn smacks his sister down with the bottom of his staff.

"LEAVE MY SISTER ALONE!" Brix entangles his exiled brother with his deadly whip.

Karn quickly breaks free from his grasp and punches him in the face, "You brought this on yourselves when you came here to shame me!"

"We came after a treasure trove of Spider-Totems. Your shame is your OWN doing, outcast!" Bora retorts, taking out her knives to fight his masked brother.

"GRRAAA!" Karn yells, as the twins starting brutally fighting against their exiled sibling.

"That escalated quickly." Gwen quipped, watching the siblings fight each other as the remaining Web Warriors regroup to a safe hiding spot.

"Activating a return portal right now." Peter said, commanding his Web Watch to open a portal back to their base.

"But they're going to destroy this world." Miles remarked.

"They won't. They're only interested in spiders. Once we're gone, they'll leave. This world will be safe." Peter replied. "I cannot say the same for us." He said, as the portal transports them back to their base while the siblings continue killing each other.

**BGM End**

* * *

**Later…2099 A.D. (Downtown)**

"Salem, you sure you're alright? Sorry about your counterpart. Wish I could've done something to save her." Peter said sincerely to Salem after they returned to the future, apologizing for her counterpart's death.

"Your concern is appreciated, but I am a being of death and destruction. I do not care for others anymore, including my counterparts. Mourn for her after we've defeated the Inheritors." Salem crosses her arms stoically, as she doesn't seem to care the slightest about her counterpart's death.

Peter comforts her, gently patting her shoulder and says, "If you say so." before leaving the witch as he knows that she's lying to herself, allowing Salem to silently mourn for her counterpart's death. Peter regroups with his teammates as they are recovering from their devastating defeat and discuss recent developments.

"What now, Peter?" Miguel asks his leader of their next plan.

"You said the Inheritors were trapped in another dimension! How are they back?" Silk asked him.

Peter replies, "I don't know. Maybe Karn freed them somehow. But it didn't sound like he's been in contact with his family for quite some time. Those twins called him an outcast."

"It doesn't matter anymore." Kaine responded. "We don't know if those twins are the only ones, but there's a high possibility that Morlun and the rest of his family are FREE and have been killing spiders ever since they escape that void for who knows HOW long!" He said.

"We barely stopped ONE! How the hell are we gonna beat an entire family?!" Noir asked.

"I don't know." Peter answered. "But what I do know is that this isn't a battle between good and evil. It's a war. A war for survival against the strongest hunters in the entire multiverse. And there's a chance none of us will get out of this alive." He said with a straight face, and a tone that spells how truly serious this war against the Inheritors has become.

* * *

**Earth-449. Armstrong Park**

**BGM-Spider-Man 3 (Game) OST-Black Tension**

"WHO ARE YOU?!" A Spider-Man yelled as he is overpowered and pinned to the ground by the current leader of the Inheritors, Morlun, who has long escaped from the dark void for quite some time.

"Always the same question. I'm Morlun, Peter. And we've done this a thousand times on a thousand Earths." Morlun creepily said, holding onto Peter's neck.

Spidey responds with confusion, "What are you talking about?! We're not on Earth! We're not-!"

"Why do I bother explaining…" Morlun said, as he easily snaps the neck of the spider, "When all you ever do is die?"

"Uhhh…"

"Shh. No more talking. Time to feed." Morlun said darkly, bringing his neck closer to his fangs and bites on it, draining his energy and killing the Spider Moon-Man of Earth-449.

**BGM End**

* * *

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Theme of Spider-Man**

**KFX Here: That's it for Act 1 of this story. The rest of the Inheritors are revealed to have escaped their imprisonment from the end of **_**The Fell Awakening**_** and have been in the Great Hunt ever since. Karn has served his purpose as the "Act 1 Villain". Next act, the other Inheritors (except for Solus, who is currently dead in this continuity) are gonna start fighting the Spider-Army. We'll learn about their master plan and how they escaped that other dimension. More spiders will join the war such as Spider-UK, Spider-Girl (Mayday Parker), Peni Parker, Spider-Ham, and of course, Superior Spider-Man.**

**Door of Nowhere: How is **_**Spider-Verse**_** the equivalent to Avengers Endgame? **_**Exo War **_**was more like Endgame considering the amount of characters that appeared there.**

**Next time in Act 2: Rise of the Inheritors**

**Question of the Chapter: What are your thoughts on the Act 1 Finale, and your thoughts on Act 1 as a whole? What do you look forward to in Act 2? What do you expect?**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	9. Act 2 Issue 1: Rise of the Inheritors

**BGM-Spider-Man: Web of Shadows OST-Main Menu**

**Amazing Spider-Man: Look out! It's your friendly neighborhood Spider-Man! Just when I thought Karn was our only problem, we learned that the rest of the Inheritors are also on the loose killing spiders across the multiverse. I thought I seen the last of Morlun and his family, but somehow they escaped from that other dimension. This isn't a battle anymore. This is a war for survival. And if we can barely defeat one immortal vampire, what's the chances of us beating an entire family?**

**BGM End**

* * *

_Act 2 Issue 1: Rise of the Inheritors_

**Loomworld, Earth-001**

Welcome to Loomworld. The center of reality. An unending landscape of conquered realms from countless wars across the multiverse. This is the Inheritors' main domain. They looted other worlds transforming Earth-001 into Loomworld where they rule as kings and were waited upon hand and foot by servants enslaved from conquered Earths.

"This way to the Great Hall, gentlemen." The Jessica Drew of this universe has the servants roll down barrels of wine for a grand feast for their masters in the Great Hall. She turns to her associate, the trader Robbie Robertson, and says, "Mr. Robertson, I trust your servants know, if by some chance they cross paths with my masters, they are NOT to make eye contact. And by _no _means should they speak out or offer up apologies if they do." She said, while signing papers for him.

"Bannon? Katzenberg? You heard the lady?" Robertson asked his servants.

"Yes, squire."

"So, the Inheritors? The stories of their tempers are true?" Robbie asked Ms. Drew.

"Last week, my mistress Verna tore off Doctor Connor's arm for not removing a splinter fast enough. And we don't talk about what Morlun did to the Thompson boy for dropping a plate." Drew replied, confirming the horror stories about the Inheritors.

Robbie nods solemnly, "Understood, Ms. Drew. Consider these barrels of wine a gift then. I also import fine foods as well."

"That won't be necessary. The Inheritors provide their own meat for their feast." Drew said ominously.

* * *

**The Great Hall**

**BGM-Spider-Man 3 (Game) OST-Sewers #1**

"Enough!" Brix angrily slams his fist on the table that is filled with plates of dead Spider-Men that the Inheritors had recently killed. "How long will they make us wait? There's only so long I can play with my food!" He complained.

"For once, I agree with Brix." His twin sister, Bora, responded. "Why can't we dig in? Or just pick at it at least. A finger or two. Maybe an eye. Something no one would notice."

"Yes. Why MUST we wait for them? I'm famished!" The hedonistic and eldest brother of the Inheritors, Daemos, agreed with his siblings.

"Daemos, you're as bad as the children, but still…" The ingenious brother, Jennix, starts pondering, "Verna and Morlun are out hunting and won't be back anytime soon. If we let these totems expire, logic states there will be no lifeforce for us to consume. I say we…"

Suddenly, a portal open inside the great hall for the leader of the Inheritors to walk out through. It's the skillful Morlun, carrying a dead Spider-Man over his shoulder. A wicked grin was on his face as he exited the portal, telling his family, "There's no reason to wait any longer. Verna will meet us shortly."

"Morlun! About time! What the hell took you so long? Was your portal device on the fritz?" Daemos mocks his younger brother.

"You dare mock my genius, Daemos?" Jennix remarks, taking offense to that joke. "Our portal devices are link to the Web of Life and Destiny; thanks to the data I was able to acquire when we briefly had control over the Web, allowing us transdimensional travel without its presence in this reality." He reminds his brother how they're able to travel dimensions. He turns to Morlun, "Morlun, you hunted in Earth-9105, am I right? A land where the mighty pharaohs of old still reign?"

"What a funny joke, Jennix." Morlun smiled. "You know as well as I that we are the Inheritors of Reality. On every world. In every dimension. In all points of space and time, our family reigns supreme." He said, putting his dead spider on his plate. "Now let's eat." He told his siblings.

"Finally." Daemos remarked, ready to dig in.

"But first." Morlun stopped him.

"What now?!" Daemos snarled, glaring at his annoying little brother.

"What our late father would want. He would want us to share our tributes." Morlun answered, turning to the twins. "Brix, Bora, what have you brought to the feast." He asked them.

Brix gestures his Vampire Spider-Man from Earth-15901 to his family, "My offering has the sweet taste of irony, brother. My Spider-Totem is also a vampire. But it is _we _who shall suck of _his _life force. Brilliant, right?"

"No. It's stupid. _My _Spider-Man is a man-spider. That's _far _better." Bora retorts, gesturing to her dead Man-Spider from Earth-666.

"In WHAT reality?" Brix gets up from his seat to argue with his sister.

"THIS one! He's a spider with _extra _spider! Double spider, double points! Clearly I'm winning!" Bora argued.

"Winning?!" Brix retorts. "_I'd _be winning if you and Karn hadn't gotten in my way earlier! I only killed one spider then! I'd have killed a _dozen _more if-."

"Karn? You ran into the outcast?" Morlun interrupted the twins' annoying arguing after hearing about their exiled brother.

"Ha! Our dear lost brother. He still hiding his head in that bucket?" Daemos mocked.

"Forget Karn. That's a distraction. You're missing the important piece, brothers. Didn't you hear what the twins said about the spiders?" Jennix asked them. "They're gathering. That's new." He remarks about the Spider-Army.

Daemos pours himself some wine while saying, "What are you burbling about now, Jennix? That's nothing new. It only reminds me of that _embarrassing defeat _Morlun sent us to in the Fell Totem's world and got us trapped in that black void by The Other. The spider from 616. Too bad for him, he was clueless about our immortality and we escaped that void in new bodies." He sternly said.

Morlun snarls from hearing of the one Spider-Man that gave him so much trouble in the past and stares sternly at his food, "The Other was responsible for our father's death. Inhabiting the Spider-Man of 616, or whatever they are calling that merged universe nowadays." He said, voicing his disdain for the Amazing Spider-Man.

"He was there with The Bride when we reunited with Karn." Brix told him, recalling Silk with the Web Warriors.

"I have known about The Bride's location for quite some time. And that of the Scion." Morlun responded. "Those three totems are essential to our plans, but to fulfill them, we need the Web of Life and Destiny, and its protector, the Master Weaver." The vampire leader ponders a thought, an idea that might help them complete their plan. "Perhaps…there is a way." He said.

"And what would that be?" Daemos asked.

"There were these 'gems' that the 616 spider and his allies used to defeat the Fell Totem. I believe they were called…Chaos Emeralds." Morlun remembered about the Chaos Emeralds from his adventure in Ylisse. "I have seen what they could do. The _power_ that they possess. They will be our power over the Weaver. And perhaps, can be used to revive father." He claims, which was a little shocking for his siblings to hear.

"Are you sure? Father was wiped from existence. Even my technology was unsuccessful to revive him." Jennix remarked.

"I am certain with the emeralds' power combined with the Web, anything is possible. We just need to collect all seven from Mobiant Earth." Morlun said.

"Can't we search for these emeralds in another universe to make things easy?" Bora asked.

Morlun smiles, "A hunt is no fun if it's too easy. It would be poetic. Those Emeralds were used to banish us into that eternal void. They will be used to recover the Great Web and wipe out every Spider-Totem connected to it. The Web is our legacy. And as the heir to the throne, it is my obligation. It is a weight as heavy as all of history, and one which I alone must shoulder. The Great Web is all things. It is everywhere. In all domains. And it will be ours once again. It is our kingdom. Every thread of it in our grasp. And it makes us the Inheritors of All Creation!"

"No…It's not yours…" The weakened Spider-Man of Earth-9105 starts talking through his blood, retorting to Morlun's words, "…You're just…thieves. The Spiders…walk its path…we won't look away. We…will stop you. You might gain…its power…but we'll always have our respons-."

"SHUT UP! Parker! With the speeches!" Morlun shouts while angrily tearing off his mask.

"How did you-?"

"And the questions, _shut up_!" Morlun retorts. "I'm done with you. With ALL of you. When will you LEARN? You and your kind are only one thing to me. FOOD! Brothers and sister! LET THE FEAST BEGIN! DEVOUR THEM ALL!" He said, as the Inheritors open their fangs wide, and before you know it, they devoured the lifeforce of all the dead spiders on their dinner plate simultaneously.

**BGM End**

* * *

**Manhattan, New York City (Earth-8461)**

**BGM-Spider-Man 3 (Game) OST-The City #1**

On Earth-8461, a universe very similar to an average Spider-Man's world, trouble is brewing that threatens the safety of New York City. A criminal gang known as the H-Bombers are planting a bomb on top of a printing plant for the Daily Bugle to cause havoc for them and to the rest of the city.

"Almost done planting the bomb?" A H-Bomber asks the guy that is activating the bomb.

"Almost. Once this baby is activated, say goodbye to the Daily Bugle's printing plant and their reputation. No one can stop the H-Bombers! Not even the _amazing annoyance_ has the means to stop us!" The other guy replied, confident that a certain wall-crawler cannot stop them.

"I concur!" A stern web warrior says out of nowhere, surprising the thugs on the roof of the building.

The Spider-Man of this universe drops from the sky to confront the lowlives that threaten his city. His costume similar, but sternly different from the classic costume most Spider-Men wear. It is a red-and-black design that's mostly black down the torso, giving this Spider-Man a more menacing demeanor to his enemies. The black spider symbol on his chest is longer while the symbol on his back was changed to be a red spider-shaped backpack. He wears silver-colored gauntlets that work as wrist devices. His lenses are black, glaring at the H-Bombers that are activating the bomb.

"It's Spider-Man!" An H-Bomber shouted after being spotted by Spider-Man.

"Did you think I would allow you _worthless cretins_ get away threatening MY city? I will _enjoy _proving to you how _foolish _you are." Spider-Man coldly stated, giving his foes a menacing glare with the intent to kill.

The crooks immediately fire on the hero, but he was too fast and too agile to land a single hit. Spider-Man yanks away their guns with his webbing before using his webs to bind them to the floor. He yanks away a goon's shield, spinning and throwing it at his face, dazing him until he was brutally punched in the face, sending the goon flying on top of his fellow bombers. One goon tries to attack with his electric baton, but Spider-Man quickly disarms him before violently uppercutting him straight into the air to be web-slam back down to the concrete.

"I never seen Spider-Man so brutal before." One goon notice something is oddly different about Spider-Man.

"He's been acting all kinds of strange lately. Not once has he spouted any of his lame jokes." Another goon remarked.

"Making jokes are _past_ me." Spidey responds, while easily defeating his enemies with such brutal tactics. "To be the hero this city needs and cleanse it of you criminal filth, I needed to rise to become greater. I needed to be…superior!" The Superior Spider-Man unveils four mechanical spider-arms from his back and uses them to utterly dominate his foes. He strikes them viciously with his arms, slamming them to the ground and blasting the reinforcements with their lasers, leaving the H-Bombers brutally beaten to a bloody pulp, some to the point of death.

"There. With the H-Bombers out of the way, I can focus deactivating their bomb." Superior kneels in front of the ticking bomb, looking at it like a calm scientist. "Less than a minute until it detonates. The bomb seems to be protected by an energy shield and the controls are heavily encrypted. Other heroes would believe throwing the bomb into the river is the only means to prevent causalities, but none of them possess my superior intellect. Just need to calibrate my laser to match the shield's energy signature…." He fires a laser from his spider-arm to deactivate the shield, then proceeds to hack the device, "And the rest is child's play." He said, successfully deactivating the bomb and saving the printing plant. "That was almost too easy." He arrogantly stated.

His Spider-Sense then goes off, turning around to face a surviving H-Bomber approaching him with news to boast to the hero, "Nice try, hero, but our boss always has a backup plan. He's planted bombs all over the walls of the buildings. No one could get to them in time, not even you-!" He lunges at Spider-Man, only for the brutal hero to grab him by his neck.

"What part of _superior intellect_ do you not understand? I was aware of your backup plan from the very beginning and had my Spider-Bots stationed around the building ready to deactivate them the second they were planted." Spidey boasted, as his tiny army of Spider-Bots crawl onto the roof with the deactivated bombs. He ruthlessly slams the goon into an unconscious state with a broken back. "I will be coming after your boss soon enough, and teach him and the rest of the city's criminal filth to never again underestimate the Superior Spider-Man! There is no other spider like me! None of them could ever come close!" He claimed arrogantly.

**BGM End**

"I wouldn't be too sure about that, Parker." A certain dark sorceress suddenly speaks to Superior, surprising him that someone knows the face behind his mask.

He immediately stretches out his spider-arms ready to kill this uninvited guest, "Who dares speak to me with that name?!" He asked, but was shocked to be facing an interdimensional portal that has opened in his dimension.

Walking out of the portal is the immortal spider-witch of the Mobiant Earth, Salem, and her associates that also possess spider-powers. The young and skilled Spider-Gwen of Earth-65. The rookie Captain Britain, Spider-UK of Earth-833. And the punk-rock Spidey of Earth-138, Spider-Punk.

"My name is Salem of Mobiant Earth, and these are my associates from alternate universes. Spiders from across the multiverse, and we have come for you, _Superior_ Spider-Man, on a matter of grave importance." Salem introduced herself to Superior.

"Other spiders from alternate worlds? For what reason did you come for me?" Superior asked.

"We are at war." Spider-UK responds. "Every spider in every dimension are being slaughtered by a family known as the Inheritors. Their strength knows no bounds. They will not rest until we have been wiped out of existence entirely. That is why we are visiting other realities to recruit their spiders and have them join our cause to defeat them. Will you join us?" He asks, wanting to recruit Superior Spider-Man into the Spider-Army.

"Are you sure we want this guy? He seemed to have done a number on these crooks." Gwen remarks, thinking Superior is too brutal and too deadly considering how he almost killed the unconscious H-Bombers.

"Such brutality would be necessary when fighting the Inheritors and we need all the help we can muster." Salem voiced her opinion, wanting to personally recruit Superior to their ranks.

"If you say so, evil immortal spider-witch lady." Gwen quipped.

"I agree with the old chick. We're here anyways. Might as well bring him along for his protection in case an Inheritor shows up." Spider-Punk remarked.

Superior retorts, "I do not need _protection_! I can handle myself!"

"Control your arrogance, or it will be your downfall." Salem said calmly, but with a slight stern glare at him.

"And you watch your tongue before I slit it!" Superior threatens the witch.

"This isn't the time to be arguing amongst ourselves!" Spider-UK came between them to prevent a potential fight. He turns to Superior and calmly asks, "Will you join us or not? It is your decision. We will not force you to choose."

"If these Inheritors are truly a problem that requires an army of spiders to combat them, I suppose I could lend an assistance. Considering the lot of you have traveled dimensions to recruit me, it must be a sign I an essential to their downfall." The arrogant Superior believes that his involvement will lead to the Inheritors' defeat.

"Uh, not really. We greet other spiders like this." Gwen quipped.

"Nonetheless, I will join your war. This is the perfect opportunity to showcase my genius throughout the multiverse!" Superior said.

"Someone's full of himself." Gwen joked.

Meanwhile, Spider-UK opens a portal back to the spiders' base, "C'mon. Let us take you to our hideout where the other spiders are." He said to Superior, leading his team through the dimensional portal.

* * *

**2099 A.D. (Downtown)**

The portal opens inside the old ESU building serving as the Spider-Army's current safe house from the Inheritors. Thanks to Salem's magic, they remain under the Inheritors' noses, but who knows how long that'll last?

"What dimension have we arrived in?" Superior asks as his group appeared in 2099.

"A dimension set far into the future in the year 2099. We're hiding inside the ruins of the old city and are using Salem's magic to cloak our scent so the Inheritors couldn't find us." Spider-UK replied.

"Magic. Bah! I can create cloaking devices that are far more efficient when traveling dimensions." Superior mocks Salem's magic, who is standing right there next to him. "Where is the rest of this 'Spider-Army'?" He asked UK.

"In the next room. Be careful. It's might be a little crowded." Spider-UK advises as Superior walks to the next room.

Superior walks through an open door and instantly stood in shock at what he's staring at. There are spiders. Spiders everywhere. Different Spider-Men and Women from several different dimensions. Like Peni Parker, a young girl piloting the SP/dr Suit from Earth-14512. The Six-Armed Spider-Man from Earth-92100. Anya Corazon, also known as Spider-Girl from Earth-12131. There's even a walking, talking pig called Spider-Ham from Earth-8311 eating a hot dog that his eyes couldn't believe.

"Yeah, we've been pretty busy these past few days." Spider-Gwen told Superior when the rest of his group joined him in the main room.

"Never imagined I'd see so many spiders gathered in one place that it boggles the mind. If we're to defeat these Inheritors, someone with my intellect must be in charge and lead us to victory. I would be honored to volunteer." Superior arrogantly promoted himself to the leader of the Spider-Army.

"Sorry, chum. We already have a leader." Spider-UK told him.

"What?" Superior remarks in shock.

"Yeah. He's standing right there talking to a blond haired version of himself." Gwen points to the true leader of the Spider-Army, the Amazing Spider-Man of the Prime Universe, talking to the newly-recruited Ben Reilly of Earth-94.

"And who is he?" Superior asked his group.

"He is the Spider-Man from my universe, Peter Parker." Salem answered him. "It was him that had the crazy idea gathering spiders from alternate worlds to fight the Inheritors since he has the most experience with them." She said to the Superior Spidey.

"This is war. And he's our secret weapon. Because out of every Spider-Man throughout time and space, he's the greatest of us all." Spider-UK stated.

Superior Spider-Man coldly stares at the Amazing Spider-Man from across the room, as he doesn't believe a kid like him is the superior to him in the slightest. Just glaring at Amazing frustrates him for an odd reason as he snarls, "Parker…" Almost as if there is more to Superior Spider-Man than meets the eye.

* * *

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Theme of Spider-Man**

**KFX Here: We begin Act 2 with the reintroduction of the Inheritors and the first appearance of Superior Spider-Man, as well as a few other spiders like Spider-UK and Spider-Punk. We learned a few new things about the Inheritors like how they escaped their imprisonment and how they travel dimensions. We also learned they plan to steal the Chaos Emeralds from Mobiant Earth for their grand plan of the multiverse. This will be a longer Act than Act 1, so prepare yourselves.**

**Next time: Run, Mayday! The ambush on Spider-Girl of Earth-982!**

**Question of the Chapter: What is your favorite Spider-Man video game soundtrack?**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	10. Act 2 Issue 2: My Brother's Keeper

**BGM-Spider-Man: Web of Shadows OST-Main Menu**

**Amazing Spider-Man: Look out! It's your friendly neighborhood Spider-Man! If we're going to beat the Inheritors, we need to strengthen our forces. We've been recruiting more Spider-Men to the team. Some of them are cool. Some of them are animals. And one think he's superior to everybody. Why does that sound familiar? Eh, doesn't matter. Need to focus recruiting more spiders, for our sake and their protection in case one of them runs into an Inheritor.**

**BGM End**

* * *

_Act 2 Issue 2: My Brother's Keeper_

**Forest Hills, Queens (Earth-982)**

**BGM-Spider-Man 3 (Game) OST-Lizard Tension (Part 1)**

"Let her go! You're KILLING her!" A male teenager named Wes Westin shouts, while being pinned to the wall by a powerful assailant that came out of nowhere and attacked the Parker House.

"No, boy. That's not what I'm doing. Not yet. This is me tenderizing the meat." It's the Inheritor Daemos that is destroying the Parker home on his eternal mission to kill every spider in existence. In this case, it's crushing the very life out of the battle-damaged Mayday Parker, the teenage Spider-Girl of Earth-982, beneath his giant heel.

'_Crushing my sternum. Can't breathe. Blacking out. Oh god! This can't be how I—I-.' _Mayday struggled to speak in her thoughts while Daemos is pleasantly torturing the poor girl. _'I'm Mayday Parker. The Spider-Girl. Fought so hard for so long. My best to be a hero. But right now, I'd give anything—everything—NOT TO DIE!' _She said.

Wes manage to break free from Daemos' grasp and tries to stop him by any means from killing his friend, "I'll stop you! I'll-!"

"Child, you shall do no such thing. I am Daemos, son of Solus. One of the Inheritors of ALL CREATION. And you…are a mote. A speck. A bit of dust in the wind. Away with you." He violently throws the worthless boy at a fireplace, seemingly killing him before May's eyes.

"WES!" May yelled. _'My boyfriend! Please let him still be alive. How is this happening? How did this monster find me? Wait…was it me? Did I somehow lead him here? To my home?! My family?!' _She thought in despair.

At the other side of the burning room are May's parents, Peter Parker and Mary Jane Watson. As well as their infant son, Benjy Parker. In this universe, Peter lost his leg during his final days as Spider-Man and was replaced with a prosthetic. Despite it currently damaged from the assault, Peter is still eyeing the monster killing his daughter and is ready to be a hero one last time.

"Peter?! Your leg? Are you okay?" MJ asked her husband, all while trying to keep her crying son calm.

"MJ, that's our daughter. For her sake, I have to be BETTER than okay! I have to be AMAZING!" Peter lunges toward Daemos' back, tackling him away from his daughter.

"Hmm. Impressive, spider." Daemos compliments the retired hero, completely unharmed by his attack.

'_My dad. Tired, hurting, and one good leg. And he can still do the impossible!' _Mayday said in awe, watching her father use every ounce of strength that he has to defeat the vampire.

"Back off, ugly! My daughter is NOT on the menu! GOT THAT?!" Peter threatens, unleashing his best punches straight to Daemos' face.

Unfortunately for Peter, his strongest attacks aren't doing against this invincible hunter as Daemos remarks, "Ha! Really? You didn't think I came all this way just to eat ONE of this world's Spider-Totems! I'm here for you, your girl…" He turns his eyes to the crying MJ and her baby, "And even THAT wee, tender morsel." He threatens to eat Benjy as well.

"WAAA!" Benjy cried.

"I'm here to devour you ALL! And you can feel it, can't you? That there is NOTHING you can do to stop me!" Daemos wickedly smiles at Peter, taunting him of his inevitable defeat.

Knowing this is his end, Peter looks at his wife one last time and solemnly says to her, "Mary Jane…"

"Peter?" The teary-eyed MJ responds.

"I love you. Always have. Always will. Now save the children." He said his final words to his wife, before using the rest of his decreasing spider-strength to hold off the hunter for as long as he can while his wife rescues their daughter.

"MAYDAY! On your feet! NOW!" MJ shouts, helping her daughter stand.

"Gotta help dad. And Wes…" May said groggily, barely possessing the strength to stand.

"No. This is your BROTHER. HE'S your responsibility now. Your GREATEST responsibility." MJ said, handing her baby to May while everything around them in slowly falling apart.

"But mom…" May weakly responds, wanting to argue.

"GO! Fast as you can. Take Ben and DON'T look back!" MJ orders her children to run away. She doesn't as she tearfully looks back at the living room and whispers to herself, "Hang in there, tiger. I'm coming." And rushes back in to help her husband.

While running out of the house, May notice her mother isn't behind her, _'Why isn't she coming with us? Why isn't she following-.' _And then tearfully figures it out, _'She could never leave him. Ever. Not in his greatest moment of need. That was my-.'_

"AAHHHHH!" The dying scream of Mary Jane can be heard from inside the burning house.

'_MOM!' _May cries from her mother's death, as she holds onto her baby brother tight and managed to run out of the house.

**BGM End**

Just seconds after she escaped the burning house, a strange portal in spacetime suddenly appeared right before May's tearful eyes, _'WHAT?! ANOTHER portal! Like the one that creature came out of! Are these MORE like him or…'_

But it wasn't Inheritors that are walking out of the portal. It's two Spider-Men from the Spider-Army that came to rescue her: Spider-UK and Old Man Spider from Earth-4. "Mayday Parker. Benjamin Parker. Come with us." Old Man Spider greeted the young spiders.

"We're spiders. Like you. From other times. Other dimensions." Spider-UK quickly explained.

"We're here to help!" Old Man Spider offered his hand to May.

"Then don't just stand there! Together we can fight him off! We can save my DAD!" May tearfully points back to her house, desperately wanting to save her father before it is too late.

"I'm sorry. But according to our readings there are only TWO Spider-Totems here. You. And your brother." Old Man Spider somberly confirmed.

More tears stream down May's broken lense as she sadly remarks, "Are you telling me my father is…"

**BGM-Spider-Man 3 (Game) OST-Black Suit Theme #1**

"Consumed." Daemos says darkly to May, walking out of the flaming ruins of the Parker House like an intimidating creature from hell while holding the lifeless husk of Peter Parker. "Completely and utterly consumed. And quite savory, if you must know." He coldly taunts Spider-Girl, which instantly got her enraged.

"Sorry, child. We were too late." Old Man Spider apologized to May for failing to save her father.

"Please. We have to go. NOW." Spider-UK urged his fellow spiders that they need to escape right now.

"I know." Old Man Spider solemnly understood.

May somberly remarks, "A home. A family. That was his dream. All he ever wanted. And now it's…"

"It is useless to run, Ms. Parker. I'll find the two of you. Eventually. And devour you both." Daemos threatened her.

"No. You won't." May sternly retorts. "To save my brother…and to avenge my family, I swear…I'll break every vow I've been taught. All the values my father held dear. And I will KILL you." Spider-Girl promised to the psychic vampire before she escaped to the safe zone with her fellow spiders.

"When next we meet, little spider…and we _shall _meet again…You are MORE than welcome to try." Daemos grins, looking forward to their next encounter as the portal closes before him.

**BGM End**

* * *

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Theme of Spider-Man**

**KFX Here: A short chapter, which reintroduces Mayday Parker into the series, who hasn't made an appearance since **_**Transdimensional Racing. **_**We'll be seeing more of her later.**

**TheOkWriter: I do not understand what you are trying to say. If you read my other stories related to the Inheritors, **_**Chronicles of the Spider-Totems **_**and **_**The Fell Awakening**_**, you would know their backstory is slightly altered from the original comics to fit with this continuity. **

**Next time: Spider-Base assaulted!**

**Question of the Chapter: Do you like a universe where Peter Parker is married and has kids? Do you think something like that could happen in the United Heroes Universe?**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	11. Act 2 Issue 3: Inheritor Assault

**BGM-Spider-Man: Web of Shadows OST-Main Menu**

**Amazing Spider-Man: Look out! It's your friendly neighborhood Spider-Man! My daughter from an alternate future, Mayday Parker, was suddenly attacked by an Inheritor. Spider-UK and Old Man Spider went to her dimension and managed to save her and her baby brother, Benjy. Her parents unfortunately, older versions of me and MJ, died during the battle. Sacrificing their own lives to save their kids. I'm so sorry, May. I promise we'll avenger your family and defeat the Inheritors!**

**BGM End**

* * *

_Act 2 Issue 3: Inheritor Assault_

**The Safe Zone, 2099 A.D.**

**BGM-Mega Man Zero 3 OST-Prismatic (Telos Ver.)**

A portal open in the safe zone as Spider-UK walks out of it, passing by the other recruited spiders that are minding their own business to talk to the Amazing Spider-Man. "Hey team leader, I'm back with more recruits." Spider-UK said to his leader.

"Me too. Just came back recruiting an Indian Spider-Man from Earth-50101. Who did you find that could help us?" Peter asked.

Spider-UK points back with his thumb to the two newest recruits to the Spider-Army that got instantly got Peter's interest. A familiar-looking blue hedgehog that's wearing the classic, red-and-blue Spider-Man costume that fits the 3 foot mobian, and a young spider-girl wearing costume similar to Spider-Gwen's but colored red and black and has a red cape. She's also has a scythe in storage mode stored on her belt buckle. "These two are quite fast on their feet and pretty adapt in combat." Spider-UK said, introducing the recruits to Peter.

The hedgehog takes off his mask, surprising Peter that he's an alternate version of Sonic the Hedgehog. "I'm Sonic. Sonic the Spiderhog of Earth-71999! Nice to meet ya." He introduced himself to Peter with grin.

The new spider-girl takes off her mask, revealing that she's an alternate version of Ruby Rose. "And my name is Ruby Rose. I'm from Earth-11512. Where I'm from, people call me Spider-Girl, or Spider-Rose because of my Semblance turns me into petals." She then introduced herself with a smile.

"I can't believe this. Spider-versions of my two best friends. Wow. The multiverse is full of surprises." Peter joked, but is a little shocked meeting his friends' spider-counterparts.

"There's versions of us in your universe? Do they have spider-powers?" Sonic asked him.

"No. For a while they did, but that was by complete accident." Peter replies, referencing the nightmare that was Spider-Island where millions of people gained spider-powers and turned into monsters.

"Isn't that how most of us gained our powers?" Spiderhog quipped. "Would've liked to meet another version of me. Maybe once we're done saving the multiverse from these Inheritors. I'll talk with ya later." He said to Peter.

"Bye." Spider-Rose smiled, waving goodbye as she and Spiderhog leave him and Spider-UK to go and greet the other spiders in this safe zone.

"Looking at those two makes me miss the Sonic and Ruby from my dimension. It's been days since I last seen them. They're probably worried. Ruby mostly. They have no idea what I'm going through." Peter remarks, before looking at Spider-UK. "Thanks again for showing up when you did, Billy. We need all the help we can get now that all the Inheritors are on the loose. It's nice having a spider come to US." He said, thanking Spider-UK for his assistance in the team.

"I may be a rookie, but I'm still a member of the Captain Britain Corps. It's our job to protect the multiverse. I couldn't just sit around when I detected the Inheritors slaughtering my fellow spiders. Those guys are among the greatest threats to all of reality and they need to be stop." Spider-UK said, talking about how he came to join the Spider-Army.

"Agreed. What do you think we should do next?" Peter asked him.

"Recruit more spiders to our army, but that's starting to make things a little more difficult." Billy remarked.

"What do you mean?" Peter replied.

Spider-UK explains, "Salem's magic has been doing a good job so far hiding our presence from the Inheritors, but if we keep bringing more spiders here, it might not work anymore. The Inheritors will be right on our doorstep. We need to relocate to a dimension they wouldn't dare step into."

"Have any in mind?" Peter asked.

"Maybe." Billy puts his arm up, activating a portal with his web watch. "I'll be back soon. Hold the fort until I'm done." He said to Peter.

"Sure. Good luck." Peter wished him, as the rookie Captain Britain jumps through the portal to find a new safe zone.

Peter leans on a wall with his arms crossed, thinking to himself about their next move until he was interrupted by Salem. "Spider-Man." She approaches him.

"Salem. Whatcha need?" Peter asks the sorceress.

"The Relics." Salem replied.

"The what?" The confused Peter remarks.

"The Relics of Remnant that were entrusted to you after Goblin's defeat a few years ago." Salem reminded him of the mystical artifacts. "I have an idea that with the Relic of Knowledge, we can summon Jinn and ask her questions regarding the Inheritors and their history. See if she could provide us a hint how to defeat them." She said to Peter.

"Sorry. Left the Relics with Dr. Strange a while back when Baron Mordo tried to steal them. Thought it was a good idea at the time since I'm not the biggest fan of magic. That's another mistake that might cost us." Peter remarked.

"Another? What was your previous mistake?" Salem questioned.

"It's Mayday over there. My daughter from an alternate future timeline," Peter gestures his head to look at Mayday Parker from across the room, who is hanging out with other spiders while holding her baby brother. "She and her baby brother just lost their family to the Inheritors. If I recruited her sooner, then they might still be alive." He said, feeling guilty over the deaths of May's parents.

"Her father was another version of you. Even if you recruited her, her father is still a Spider-Totem and would've been killed sooner or later." Salem replied.

"Then I'd bring him here for his safety too." Peter argued.

"What's done is done. The past cannot be changed." Salem calmly stated.

"My future self tried to once and almost destroyed the world." Peter said, somberly looking at the floor with a depressed expression as The CEO's horrified actions still haunts him.

"Be grateful we've at least saved his children. As a former parent, I would've put my children's safety above all else." Salem said.

"But _you _killed your own children!" Peter angrily retorts, not wanting to take parental advice from the murderer of her own children.

Salem looks away from him slightly with a remorseful look on her face, "It was by accident. My rage consumed me from Ozma's betrayal. I didn't want them to get hurt. Their deaths still linger in my mind." She said sincerely.

"I know the feeling." Peter somberly said, reminiscing the death of his own loved ones like Uncle Ben and Gwen Stacy.

**BGM End**

"Finally! I have completed the perfect device!"

Peter and Salem look at Superior Spider-Man approaching them from the lab. "What device are you talking about, Superior?" Peter asks his counterpart.

"My cloaking device, imbecile!" Superior retorts, showing him a small device with a glowing red circle in the center. "For a while I've been conducting my own research on these Inheritors and recruited spiders that have the skills needed to defeat them! Since I find Salem's magic unreliable, I built this cloaking device to mask our 'scent' from them, but only up to a point. Like you here. Your readings are abnormally high. EXPLAIN!" He points his device at Peter, which causes it to glow brighter than usual.

Peter replies, "You might not believe me, but-."

"He's 'The Other'. A being unique to his or any dimension." Salem explained.

Superior scoffs before pointing his device at Silk right next to him. "And this girl…this _strangely _fetching woman. Her…um…levels are off the chart." He said, as his device glows much brighter than it did with Peter.

"That's Silk. She's 'The Bride'." Old Man Spider suddenly spoke up when he heard the conversation.

"The Bride?" Salem questioned him, as this is the first time she heard about that Totem.

Old Man Spider answers her, "A special totem who-."

"Totems?! Spare me your superstitions, old man!" Superior rudely interrupted his explanation. "I'm talking SCIENCE with enough of our unique signatures together, especially THOSE TWO, it won't take the Inheritors long to find-."

**BGM-Spider-Man 3 (Game) OST-The Mad Bomber #1**

Out of nowhere, a portal open inside the safe zone, and it's not a portal that belongs to the Spider-Army. It's a portal that was opened by the Inheritors, more specifically, Daemos, as he fiercely jumps through the portal into the spiders' home base. "What have we HERE?! Ahahaha! So many spiders! Why it's a veritable banquet!" He smiled.

"That's an Inheritor?! He's huge!" Spiderhog remarks in surprise.

"I forgot how big this guy is! He's like Morlun times TEN!" Peter quipped.

"You fools!" Superior retorted. "Any other time, this would be certain doom! But fortunately for you all, I'm here!" He jumps in front of his chosen spiders to confront the invincible Inheritor.

"Team, like I trained you. ATTACK!" Superior shouted. "Long range fighters—OPEN FIRE!" He shouts, commanding spiders like Assassin Spider-Man, Spider-Cyborg, and Spider-Man Noir to unleash a hellstorm of bullets at the laughing Inheritor.

"My god!" Peter muttered, silently horrified that Superior was planning this behind his back.

"Second wave! In close! Go for his vitals!" Superior orders Spider-Woman of Earth-807128, Spider-Monkey, and Six-Armed Spider-Man to a full frontal assault on Daemos, brutally attacking his vitals.

Daemos chuckles while being assaulted, "Such spirit! But I will only stomach so much. Take it outside…AWAY WITH YOU!" He violently smacks the spiders, punching them through a wall. "Enough toys! I hunger! Bring me real totems!" He says, punching a killer blow through Spider-Cyborg.

"Shit! Cyborg's down!" Spider-Punk remarks over his death.

"Your plans aren't working! Everyone! All together! NOW!" Peter shouted, taking commanding of this horrific situation.

"I'll give it my best!" Miles leaps into the battle.

"That man's arrogance is gonna get us killed!" Salem criticized Superior's actions as she attacks the vampire with her magic.

"You're the one who recruited him!" Peter remarks, zipping towards Daemos and hands him a nasty beating.

"Can we argue whose fault is it later when we're not dying!" Gwen quipped.

"DAEMOS! I've been waiting for this!" Mayday zips into the fray, wanting revenge for her family's deaths.

"Anyone who hurts my niece is gonna pay!" Kaine grows spines out of his arms while leaping into the battle.

"The Other! The Bride! And the orphan girl! Oh, this is glorious! That's it, spiders! Make me work for my supper!" Daemos smiles, holding his own against the massive swarm of spiders attacking him with everything.

Meanwhile, Silk and Old Man Spider are standing on the sidelines as they don't want to get involved in the fighting just yet. "This is my fault. What can I do?" Silk asks, feeling guilty for unknowingly bringing an Inheritor to their hideout.

"What you should've done is not leave your bunker." Old Man Spider remarked.

"How did you-?" Silk responds, as she is shocked that this strange old man knows about her history.

"Scintillating conversation." Superior remarks behind them. "Now if you don't mind, there's a battle going on. One I intend to win with overwhelming and superior FORCE!" He leaps into the air above the distracted Daemos while summoning his waldoes.

Daemos fends off the swarming spiders with his brute strength alone, receiving some injuries but nothing fatal as he continues fighting them, "Silly little spiders. I will feast…On you AAHHKK-!" But then, he was surprised when he was viciously stabbed through the body thanks to Superior's spider-arms, and then fell down to the floor dead.

**BGM End**

Peter and the more heroic spiders were stunned that Superior managed to kill the immortal Inheritor. "You…You killed him." Peter remarks, horrified from his actions since spiders aren't supposed to kill.

"Why did you do that? We're heroes! We don't kill!" Spider-Rose argued to the superior spider.

"Sadly, I can't take _all _the credit. My sensors show that your attacks did the most damage." Superior said to Peter, since The Other's attacks are the most effective against Inheritors. "Of course, the killing blow _was _mine." He said arrogantly.

"It's wrong." Peter criticized his actions.

"No, it's justice. Just wish it was by my hand." Mayday remarks.

"You don't mean that, May." Peter said, as he doesn't want his daughter to be a vengeful killer.

Miguel kneels next to the corpse of Daemos and closely examines him, noticing something odd with his body. "You put this bithead in a stasis charge. You augmented your weapons with 2099 tech." He said to Superior.

"Of course. And now we have a tactical advantage. We can study that corpse and learn more of our enemy's weaknesses." Superior stated.

"I can help with that. I'm a bit of a bio-specialist." Six-Armed Spider-Man volunteered to study the corpse.

"As am I." Lady Spider of Earth-803 also volunteered for the assignment.

"Information is key, and from what we've all learned." Superior ruthlessly points at Silk. "This woman, Silk, is the source of all our problems." He stated.

"Stay away from her." Old Man Spider told Superior to back away from Silk.

Superior argues, "Her scent is drawing them to us! So I believe we should-!"

"It doesn't matter what any of you believe. You're all just fumbling around in the dark." Old Man Spider stated. "_I'm _the only one here who knows what's REALLY going on. And you all better listen to me if you want to—."

**BGM-Spider-Man 3 (Game) OST-Black Suit Theme #1**

But without warning, the old man's head was grabbed from behind his back as someone starts absorbing his lifeforce while snapping his neck, killing him. "Sorry. You were saying?" It was a revived Daemos, horrifying the spiders that he has returned from the dead. And what's worse, he brought along the twins, Bora and Brix, to help him feast on the spiders.

"You'll have to forgive our brother, Daemos. He's always interrupting people." Bora sadistically quipped.

"And turning up late. Took him forever to get dressed." Brix joked.

**BGM End**

**BGM-Spider-Man 3 (Game) OST-Lizard Tension (Part 1)**

"Impossible! I killed him! You all saw!" Superior remarks, in disbelief that Daemos returned to life.

"Everyone, through a portal! We're BUGGING OUT NOW!" Miguel shouts as he grabs the other Daemos' corpse for future research, if they live long enough.

"He's back? How is that bastard back?!" Spider-Punk asked.

"Worry about that later! There's three of them now!" Peter replied.

"Quick, children. Before they can scatter, kill as many as you can!" Daemos commands his sibling to assault the retreating spiders.

"Dibs on the pig!" Brix said, leaping towards Spider-Ham.

"No fair! I wanted the pig. He looks succulent." Bora argued.

"I'll buy us some time!" Jessica flies pass Peter to hold off the Inheritors.

"NO! We have to pull out. We can't win this." Peter said.

During the ensuing chaos, Spider-UK calls up Peter from his web watch, _'Peter! Found the perfect safe zone for us. Earth-13! Sending you the coordinates!' _He informed him.

"Good timing, because the Inheritors are here and wrecking our old safe zone!" Peter replied, opening portals to Earth-13 for his retreating spiders.

Meanwhile, Spider-Ham just got whipped through the air by Brix. "Hey! What'd I do? Why are they goin' after my bacon bits?!" Spider-Ham quipped.

"Ha! So many! It's hard to miss!" Bora smiles while throwing her knife at the spiders.

"ARGH-!" Unfortunately for Assassin Spider-Man, he was brutally devoured by Daemos and left dead on the floor.

"This isn't FAIR! I killed him! I brought us a victory! How-?" Superior asks, as he still doesn't understand how Daemos came back to life in a new body separate from his dead corpse.

"Reilly, you thinking what I'm thinking?" Kaine asks his fellow clone, Ben Reilly from Earth-94.

"Clone! Gotta be! But let's escape with the others first!" Reilly said, leaping with Kaine to a portal into Earth-13.

"Miles. Grab a portal and get to safety." Peter said to the young spider.

"All right." Miles agrees as he follows Spiderhog and Spider-Rose through a portal.

But just as Peter was going to escape with him, he heard someone weakly calling him by his last name, "Par…ker…"

Peter quickly turns around and notices Old Man Spider dying on the floor calling for him. "The old man's still alive? Hang in there, I'll-."

"No time…But y-you have to hear this…L-Listen to me." The old man coughed.

"Who are you?" Peter asks as he gently takes off his mask, revealing his old face with white hair.

"E-Ezekiel Sims…" He introduced himself.

"Ezekiel?! You're the one who trapped Silk in that bunker." Peter said, recalling his first meeting with Silk and learned about the man who knew about Spider-Totems before he died during the Convergence.

"Not your…Ezekiel. From a world where Morlun killed you. Got this…stupid suit made. C-Carried on in your name." Ezekiel weakly said.

"Wait. You know all about the Totems and Morlun. All of it. What am I supposed to do?" Peter asked him.

"The Scion. The Other. The Bride. They're…all that matter. You must stay alive, Peter. Keep the others safe. Or this's…all for nothing." And with his dying breath, Ezekiel succumbs to his wounds and passes on.

"The Bride? That's what you keep calling Silk! Why…" Peter wonders.

"Parker!" Salem shouts, getting his attention away from the dead man. "We need to move while the Inheritors are distracted! NOW!" She told him.

"C'mon, Peter! We need to get outta here!" Silk said, wanting to run as far away from the Inheritors as possible.

"I'm not letting him get away!" Mayday angrily said while holding her crying brother.

"May! ENOGUH! Get Benjy out of here!" Peter said, wanting her to silently escape through the portal and not let vengeance cloud her thoughts. "That—That went south really fast. The heat's off us for a sec. We should stop and figure out our next move in the new safe zone." He said to Superior.

"Way ahead of you. Let us retreat to this Earth-13." Superior agreed, as the last of the spiders managed to escape into their newest safe zone that the Inheritors wouldn't dare to invade if they know what's good for them.

**BGM End**

* * *

**New Safe Zone, Earth-13**

The remaining members of the Spider-Army retreated to Central Park in Earth-13, which looks about the same as the Prime Universe. "Thank god. You guys are okay." Spider-UK greeted Peter's group as they were the last ones to escape from their old base.

"Barely made it out of there alive. What makes this dimension safer than the last one?" Peter asked him.

"Because I am here." Slowly descending from the sky is this world's Spider-Man, an older version of Peter Parker possessed with the unlimited cosmic powers of Captain Universe.

"Peter with a beard and a funny space suit?" Silk quipped as the Cosmic Spider-Man greets the newcomers.

"Okay, think I'm getting it now. You're me from a world where I never lost those cosmic powers." Peter said, understanding this Cosmic Spider-Man's backstory.

"That's right. I got my powers from the Enigma Force. The powers of a god. The Inheritors would be foolish to face me here. And as long as the rest of you stay in my world, I can keep you safe." Cosmic Spidey said, welcoming his fellow spiders to his dimension where they are safe.

"Hold on. Why don't YOU just go to them and, bam, problem's over." Peter asks why doesn't he use his cosmic powers to defeat the Inheritors instantly.

"The Enigma Force is tired to this dimension. If I go, it stays, and I'm just another Spider-Man. But in the coming battle, if one spider can make the difference, I'll come." Cosmic Spidey explained.

At the same time, Spider-UK receives an alert from his watch and checks it, "That battle might come sooner than you think. I'm detecting an Inheritor on their way to Mobiant Earth. It's Morlun." He informed everybody.

"Morlun?! Why is he going to MY universe?! All the spiders from that dimension are here!" Peter quickly remarks.

"I don't know. He seems to be looking for something else. Closing in onto a _chaotic _energy signature. Any idea what that is?" Billy asked his leader.

Peter stood in horrified shock as he might have an idea what Morlun is after in his dimension, "Chaos Emeralds…Oh no…" He mutters, believing Morlun is after the Chaos Emeralds for extra power, and is more nervous that his friends like Team Sonic and Team RWBY might get caught in the crossfire of this war.

* * *

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Theme of Spider-Man**

**KFX Here: Things are looking bad for the Spider-Army. They lost their base and a few spiders, and now Morlun is seeking the Chaos Emeralds from Mobiant Earth. Could things get any worse?**

**Guest 1 (from Chapter 10): Yes, I took some inspiration from **_**RWBY **_**Uprising to help write **_**God Mission**_**. A good story from Nan the Keyblade Master that I might recommend to some folk.**

**Next time: Morlun invades the Prime Universe!**

**Question of the Chapter: What are your thoughts on Superior Spider-Man as a character?**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	12. Act 2 Issue 4: A Chaotic Ambush

**BGM-Spider-Man: Web of Shadows OST-Main Menu**

**Amazing Spider-Man: Look out! It's your friendly neighborhood Spider-Man! The Inheritors found our base in 2099 and started wrecking everything. Even after that Superior Spidey killed Daemos, he came back to life in a new body. These guys really are immortal. There's nothing we couldn't do. We had to escape. Luckily, Spider-UK found a new safe zone in Earth-13, where that world's Spider-Man has cosmic powers. Wish he could bring it with him to this next dimension, 'cause Morlun is invading my universe searching for Chaos Emeralds. Why? I don't know yet. I just pray my friends won't get involved.**

**BGM End**

* * *

_Act 2 Issue 4: A Chaotic Ambush_

**Mantle Metropolis, Mobiant Earth (Prime Universe)**

**BGM-Sonic Unleashed OST-Apotos Day**

Mantle Metropolis is the cool futuristic fusion of Mantle from Remnant and Metropolis Speedway from Mobius ever since the Convergence. No longer associated with the Kingdom of Atlas, as the Kingdoms of Remnant don't exist anymore, the Convergence gave birth to this maze-like city of broad roads with floating cars in its upper tiers and dark tight alleys below.

Visiting the city are some of the planet's young protectors: Team Sonic, Amy Rose, and Team RWBY of the Prime Universe. Sonic is walking in front of the group, playfully juggling the green and blue Chaos Emeralds that they found earlier. While the hedgehog is minding his own business, his friends are having a little conversation between themselves.

"What are you guys going to be do after you graduate Beacon?" Amy asked Team RWBY.

"That's a good question." Weiss replied with no answer.

"Take your time. Graduation isn't for another few months." Amy smiled.

"I've already been fulfilling my dream helping people as an Avenger. Once I graduate Beacon, people will start calling me the Huntress Avenger." Ruby smiled with joy, as she couldn't wait until graduation.

"Don't people call you that already?" A confused Knuckles asked.

"I'm already leaving my mark on the world." Ruby quipped.

"What will you do after graduation, Blake?" Tails happily asks the faunus.

"I might open a community in New Vale where Faunus and Humans can mingle together and hang out. Do some volunteer work in the city. Mrs. Parker and my parents thinks it's a good idea." Blake answered, wanting to open a volunteer community.

"I think that's a great idea!" Tails smiled, which causes his friend to smile as well.

"I'm thinking of enrolling at ESU to continue my education. A good excuse to stay in the city with you guys, and it'll be beneficial once I inevitably inherit the company." Weiss smiled.

"Inevitably?" Yang remarked.

"Miguel stated I'll be the new CEO pretty soon." Weiss replied.

"Or later, because time travel spoilers…" The blond huntress quips.

"Shut up. What will you do after graduation? You already have a freelance investigative journalist." Weiss asks her.

"Robbie said I'll get a promotion at the Bugle once I become a Huntress, then I could fulfill my dream traveling around the world and get wrapped up in all sorts of crazy adventures, helping out people while affording rent for the apartment." Yang said, planning to be a full-time Huntress reporter for the Daily Bugle. "Maybe I should tagalong with Sonic on some of his adventures." She said.

"If you can keep up." Sonic quips with a cocky smirk.

"Just wait until I ask Peter to upgrade my motorcycle." Yang smirked.

"Speaking of, how's Pete doing these days?" Sonic asked, curious about his friend's current wellbeing.

Both Yang and Ruby looks down sadly, hesitant to answer for a second. "We're not sure exactly. He's been gone from the city for days. I'm getting worried." Ruby answered.

"Maybe he's on an Avengers mission." Knuckles said.

"Me and Tails would've known he's on a mission since we're both Avengers but he hasn't reported in lately." Ruby replied.

"Not just him. Spider-Woman and Arachne are missing too." Tails said.

"And Scarlet Spider." Blake added. "Aracely called me earlier and told me she doesn't sense Kaine anywhere. Like he's off-world." She said, looking a little worried about the whereabouts of her boyfriend.

"All the spiders are gone? What about Silk?" Sonic asked, looking curious.

"She's gone too. It's weird. In fact, Peter was acting a little weird when I last talked to him. Almost like he was hiding something." Yang remarks about Peter's weird attitude earlier.

"What's worse is that we learned Salem recently escaped from prison. Maybe she's after revenge." Weiss believed.

"Against all spiders?" Amy remarks. "I know Spider-Man defeated her before, but what grudge does she have against the other spiders?" She asked.

"Who knows with that witch?" Weiss shrugged.

"Good thing we're on this 'Search and Rescue' class assignment thing of yours. We can search for clues about their whereabouts while searching for the Chaos Emeralds." Sonic replied, stating this is a Beacon assignment for Team RWBY and Team Sonic are accompanying them.

"Why are we searching for the Chaos Emeralds again?" Knuckles asked.

"We heard rumors someone is actively collecting them. We don't know if it's Eggman, but it's better to be safe than sorry. Penny contacted us that she might've found an emerald here in Mantle, so we're meeting her to collect it." Tails explained.

Suddenly, Ruby receives a call from her android friend. "It's Penny. Going to answer." She answers the call and talks to her through video chat.

'_Salutations, Ruby!' _Penny happily greeted her best friend with a bright smile.

"Penny, did you find the Chaos Emerald?" Ruby asked her.

'_Sure did.' _Penny shows her the purple Chaos Emerald in her hand. _'Where do you want to meet up?' _She asks.

"Give us your location and we'll meet you there." Ruby replied.

**BGM End**

**BGM-Spider-Man 3 (Game) OST-Morbius Theme**

'_Alright. Sending you my coordinates. Can't wait to see you guys again-.' _Then for some foreboding reason, the call was cut off and Penny immediately hanged up.

"Penny?!" Ruby tries to re-contact her friend but the call isn't going through, which is increasingly making the young Huntress worried.

"What's wrong?" Sonic asked her, until a large explosion from the distance caught their immediate attention.

"I think Penny might be in danger!" Ruby remarks.

"That's not good." Tails said, as the frighten populace run away from the direction of the explosion.

Oddly, Sonic smiles cockily and chuckles a little bit, "Okay! Now this is getting interesting!" before revving up a figure-eight and speeds off towards the source of the explosion.

"Sonic! Wait up!" Tails shouted, as the rest of his friends quickly pursue him.

**BGM End**

**BGM-Spider-Man 3 (Game) OST-Black Tension**

Sonic arrives to the scene just in time to catch a severely damaged Penny that was thrown at his direction. "Penny! Who did this to you?!" Sonic asks, as he was surprised to see that her arm was brutally ripped off and her body is covered in scratches that reveal her inner circuitry.

The rest of their friends show up and were too surprised to see Penny almost destroyed. "PENNY! Are you okay?!" Ruby asks as she rushes to her side.

"I'm fine, Ruby…But I'm sorry…That man stole the Chaos Emerald from me." Penny weakly replied.

"Who?" Amy asked.

**BGM End**

**BGM-One Piece OST-Dragon Kaido Theme**

"She is referring to me." Approaching the heroes with his intimidating presence is the dreaded Morlun, leader of the immortal Inheritors of Reality. In his hand is Penny's arm that he viciously ripped off from the robot, throwing it aside as he holds her Chaos Emerald and a red one that he found earlier. "Long time no see." He creepily said to the heroes with a smile, while holding two Chaos Emeralds.

The second their eyes gazed upon Morlun, their hearts sank in fear. The heroes couldn't believe it even with their own eyes. Their bodies are frozen in fear while confronting Morlun, the absolutely dangerous Inheritor they helped Spider-Man seal away in another dimension years ago is somehow back in this reality collecting Chaos Emeralds.

"You…That's impossible." Sonic remarks, horrified to see Morlun has returned. He continues glaring at Morlun as he calmly talks to Penny, "Penny, can you still stand?" He asked her.

"Yeah." Penny replies, as Sonic gently puts her down to stand and clench onto her one arm.

"You need to get out of here, Penny. Run and get yourself patch up." Sonic tells her.

"You sure? Don't you guys need help?" Penny asks, noticing her friends looking extremely tense while staring angrily at Morlun.

"GO! And get repaired! If you stay here, Morlun will kill you in seconds flat!" Sonic glares at the android.

"Morlun? There's no record of this man in any of my database, but his power levels are…off the charts." Penny scanned the Inheritor.

"He is no man." Ruby coldly said, glaring at the menacing vampire while summoning her scythe to her hand.

Understanding that her opponent isn't someone who can be easily mess with, Penny nods. "Alright. I'll get myself repaired and return to provide immediate assistance." She told her friends.

"Thank you." Sonic said.

Penny flies away from the scene, leaving her friends to confront the dreaded Morlun by themselves. "The girl is gone. Good. She wasn't my real target anyway, and she tasted like motor oil." Morlun insulted the android hero in front of her friends.

"Morlun! How are you back?! I thought we trapped you in another dimension forever!" Sonic retorted.

"You think that prison could prevent me from participating in the Great Hunt?" Morlun replied.

"Great Hunt? Are you hunting Spider-Man again?" Ruby asked the vampire.

"Correct. Where is Parker?" Morlun asked them.

"Even if we DID know where he is, we would never tell you!" Yang snarled.

**BGM End**

**BGM-Spider-Man 3 (Game) OST-Scorpion #1**

"Such a shame. I thought asking his closet friends would give me intel where that coward is hiding. Perhaps, after I've killed you, I'll ask his family next. His Aunt May must have some answers. If not, too bad for her." Morlun said bluntly with a conniving smile, threatening to kill Peter's family.

Rage starts to consume the heroes as evident with Yang's snarling eyes turning red. Sonic growls, clenching his fist while glaring intensely at the Inheritor, "It's one thing threatening his friends, but threatening a man's family in front of us is CROSSING THE LINE!" He angrily stated.

The enraged hedgehog revs up a might Super Peel Out and blasts himself at full speed towards Morlun. "Hey, come on now! DON'T DO IT, SONIC!" Knuckles yelled at him to stop, but he's not listening.

"You're mine!" Sonic attempts to hit the Inheritor with a Spin Attack, but was easily slapped away through a building that collapses on top of him. Yang uses the recoil from her weapons to viciously launch herself at Morlun and punches him in the face, only to be horrified that her attack didn't faze him at all. Morlun ruthlessly backhands the brawler aside, easily destroying her Aura and knocking her out cold with a single attack.

"YANG!" Blake shouted.

"That was with one attack…" A horrified Amy noted how quickly Morlun defeated two of their strongest fighters.

"Pair up and coordinate!" Ruby commands her remaining teammates.

Knuckles quickly charges up his Maximum Heat Knuckles Attack before dashing towards the hunter. Weiss prepares an advanced Trans-Summon while Ruby and Blake rush forward with their Ladybug attack. Meanwhile, Tails spins himself into a makeshift mini tornado and grabs Amy to join him before they dash together towards Morlun.

Morlun stands there while avoiding Knuckles' strongest punches and easily counters them with his own inhuman strength. "The Mobians and the Faunus. You're not Spider-Totems, but you will make for delicious appetizers." He said as he ruthlessly punches Knuckles out of his sight.

"You're not eating anyone today, Morlun!" Blake stated, working with Ruby to attack him from opposite sides in alternating sliding maneuvers. Morlun remains unharmed as he easily knocks away the Huntresses. Suddenly, he was binded by the strong tentacles of the Doctor Octopus 2099 avatar summoned by Weiss, allowing Tails and Amy's to hit him directly with their combo attack. That was still nowhere near enough to put him down, as the vampire easily broke away from his binds and punches the remaining heroes to the ground.

Yang woke up just in time to see her friends getting beaten by Morlun. Her eyes are still red with anger and launches herself at him with ferocious flurry of attacks using some martial art skills. Still not enough to beat Morlun, as the vampire dodges a punch and violently grabs her hair, ruthlessly slamming her face to the concrete.

**BGM End**

"Give up this petty resistance and deliver to me your Chaos Emeralds." Morlun demanded from the beaten heroes.

**BGM-Sonic Adventure 2 OST-Won't Stop, Just Go!**

But then, a bright blue light emanates from the collapsed building that toppled onto Sonic earlier. Morlun looks interested and stares at the rubble to hear someone screaming underneath it. The energy underneath erupts, causing the rubble to explode everywhere. As the dust settles, Sonic can be seen standing in the center, grunting eagerly while surrounded by a mystical blue aura thanks to the two Chaos Emeralds giving him an immense power boost.

His friends slowly recover from their beatdown to see Sonic powering up. "Sonic…He's using the Chaos Emeralds." Ruby remarked.

Sonic angrily glares at the confident Morlun, then uses his enhanced speed to surprise him by instantly appearing before him. "Now I'll show you! GRRRRAAAAAGH!" In a flash, Sonic hits him with a Light Speed Attack, knocking him across town with that incredibly powerful attack. Sonic boosts across the city chasing him, jumping high and zipping towards him with several instantaneous Homing Attacks that knocks him around in the air. Morlun stops himself in midair and hovers, flying towards Sonic and clashes evenly with his Homing Attacks. The Inheritor punches him to a rooftop, but the hedgehog quickly recovers and revs up a powerful Spin Dash that smashes his foe through the windows of a tall building before delivering a speedy axe-kick that knocks him down to a rooftop. Sonic rockets down with an explosive spin-stomp, but Morlun catches his attack easily and restrains him from his arms, immobilizing the struggling hedgehog.

**BGM End**

"Just what are you planning to do with the emeralds anyways?" Sonic asks, struggling to break free from his hold.

"If you hand me the emeralds, I will spare you and your friends. Then I will use their power to destroy ALL spiders-." Morlun answered darkly.

**BGM-Sonic X OST-Battle**

"I WON'T LET YOU!" Sonic quickly vibrates his body off his grasp and tries a spin-kick to the face, only for Morlun to easily dodge it and punch the hedgehog away. Sonic slides back on the roof and jumps, unleashing a blast of wind that pushes Morlun back slightly.

Before he could attack Sonic, Morlun was ambushed by several punches to the back from Yang, who arrived with her friends. Those punches didn't hurt him, but they did leave several small timed devices that consume him in a large explosion. Morlun walks out of the fire unharmed, quickly repelling Ruby, Knuckles, and Amy's attacks. Blake uses three clones to overwhelm the villain, but they too were quickly defeated. Team Sonic join in creating a powerful whirlwind to entrap Morlun while Weiss uses a glyph to ignite the tornado, causing a giant explosion the blasts Morlun through the sky. Sonic and Tails combine their spin attacks into one to attack Morlun in the air, leaving an opening for Knuckles and Yang to follow up with their attacks, but Morlun quickly catches their punches and ruthlessly throws them onto a highway.

**BGM End**

The rest of their friends regroup with them on the highway, confronting Morlun on it as he's still relatively undamaged from their relentless assault. "None of our attacks are working against this guy." Yang snarls.

"Morlun's strength comes from the energy of Spider-Men from other universes. Who knows how many he's absorbed after all this time?" Tails remarked.

"That's not counting the two Chaos Emeralds he has." Weiss scowls.

Sonic looks at his best friend and says, "Tails, you and the others keep him busy while me and Ruby charge up a Sonic Shot. We'll use the emeralds' power to finish him."

"Will it work?" Tails asked.

"It's our best shot. We can't hold back. We have to throw in everything or we're toast." Sonic replied.

**BGM-Sonic X OST-Sonic's Fight**

Tails glares back at Morlun. "Okay!" He says, as he leads his friends to fight Morlun again.

As everyone else goes off attacking Morlun, Sonic flips backwards and curls into a ball to insert himself into the socket of Ruby's gun. "Let's do this, Ruby!" He said, charging up the gun using the emeralds.

"Okay!" Ruby responded, getting into position to fire once fully charged.

Meanwhile, Knuckles throws a car at Morlun, but he easily evades it and allows it to explode elsewhere. In a frightening flash, he blitzes the echidna and smashes him to the ground, then easily elbows Yang outta the way. Amy and Tails tried to attack, but they were easily deflected, just like how Blake and Weiss' Checkmate move was easily stopped by brutally punching them in the chest with his insane speed. The heroes don't give up. They continue to fight with everything they have left. Yang activates her Semblance and clashes with Morlun's own insane punches and was getting overwhelmed. Just when Morlun threw a swing, Yang quickly ducks from it, allowing Knuckles to jump in and deliver a surprise punch to the face that knocks him back. Morlun was immediately entangled by Blake's ribbon as Tails hits him with a Spin Dash, then comes Amy bouncing off Weiss' glyph and swings her hammer at Morlun, knocking towards the brawlers as they deliver a devastating uppercut from his jaw and knocking him straight into the air.

At the same time, Ruby's weapon was fully charged with chaos energy as she shouts, "NOW!" and uses her Semblance to jump high to the sky and prepares to fire the Sonic Shot at Morlun.

Morlun notices her and gets ready to block in the split second she presses the trigger and shoots Sonic at him. "HRAAAAAAAAAAAH!" Sonic roars, being fired as a large energy blast-enveloped projectile moving at light speed. Morlun floats in shock as he is consumed by the energy blast. The large blast carves along the highway destroying everything in its path as Morlun struggles to break free. Once the blast stop, it follows with a gigantic explosion that blows a large hole in the highway.

**BGM End**

The heroes regroup at the large amount of rubble where Morlun is buried underneath. They stare exhaustedly at the rubble waiting for him to come out, as they know from past experiences it'll take a lot more than that to defeat the immortal vampire.

**BGM-Spider-Man 3 (Game) OST-Black Suit Theme #1**

And sadly, they were right. The large rocks that buried Morlun was easily push aside as he stands on his two feet. The Inheritor does have some scratches on his body, meaning he did take some damage from that last attack, but not enough to stop him from smiling confidently and making jokes. "You dirty my favorite clothes." He quipped, wiping away the dust from his clothes.

The heroes were terrified that after tanking their strongest attack, Morlun came out of it relatively unscathed. "Darn…That barely hurt him." Knuckles scowls angrily.

"He's even stronger than he was last time." Sonic noted.

Instantly, Morlun appears standing before the frightened heroes and tauntingly says, "Is that all?" as he blitzes them with devastating punches one by one, defeating the heroes almost instantly and leaving their broken bodies on the ground.

"I never been hit that hard…From one attack…?" Sonic weakly remarks.

"And I didn't need to use the emeralds' power, but they are still essential." Morlun stated. "I will take the two from your possession and collect the remaining three. They will be our power over the Weaver…"

"I…I can't move…" Ruby remarks weakly as her Aura is completely depleted.

"It's because of you children is why I couldn't defeat Spider-Man before. You kept interfering at the last second. That ends now. After I've killed you, Parker will be mine. Which totem should I devour first and which human should I kill next? How about the faunus?" Morlun looks at the weakened Blake lying on the floor.

**BGM End**

Blake is too weak to move. The best she could do is stare at Morlun's fangs as he comes closer to devour her energy. And with her friends down for the count, this looks to be the end of Blake. That is, if a sudden portal opening didn't capture Morlun's attention. "Wha-?!" He remarks in shock.

**BGM-Spider-Man: Web of Shadows OST-Mission Accomplished 2**

"Yo-ho! Oh, Morlun!" Slinging himself through the portal is the Amazing Spider-Man coming to the rescue, delivering a painful web-strike kick directly to his nemesis' face. "Long time no kick!" He quips, kicking Morlun so hard he's blasted through a building.

**BGM End**

**BGM-Spider-Man: Web of Shadows OST-Chase**

"Honey! I'm hooooome! Came back traveling the multiverse while being chased by immortal vampires. Tell you more later. Are you guys okay?" Peter jokingly asks his friends while he helps Yang on her feet.

"Heh. Never better…" Sonic sarcastically quips, as Silk shows up through the portal and helps him on his two legs.

"We're getting you guys outta here!" Silk said.

"Nice to see you're okay, Silk." Sonic said, relieved that his friends are safe and sound.

"We gotta move before Morlun recovers!" Spider-UK says as he helps Tails.

"Huh? A british Spider-Man?!" Tails remarks in shock.

"Yo, Knuckles, are you okay, dude?" Miles said, helping the red echidna.

"Miles?! What are you doing here?" Knuckles asked.

"Where are all these spiders coming from?" Amy asks as Jessica Drew helps her up while Mayday helps Ruby through the portal.

"And why is one of them a cartoon pig?!" Weiss remarks, staring at Spider-Ham as Miguel helps the heiress on her feet.

"Yeah?! Wanna make somethin' out of it?" The annoyed Spider-Ham crossed his arms, glaring at the heiress.

"Like what? A luau?!" Weiss retorts.

"Not the time, Weiss! Let's go!" Miguel responds, helping her through the portal.

Spider-Man Noir offers his hand to help Blake on her feet. "You're that other Spider-Man I worked with." Blake remembers Noir from their previous adventure.

"Been a while, cat. C'mon. This place is too dangerous." Noir replies, walking with the faunus through the portal.

While Peter helps his girlfriend towards the portal, she notices Spider-Gwen beside her. "Gwen? Is that you?" Yang asks.

"Hey, Yang. Would love to chat, but let's do it when we're safe from Morlun." Gwen quips.

Back with Morlun, he angrily smashes himself out the building he was kicked into and spots the Spider-Men retreating with their rescued friends. "PARKER! You will not escape from me this time!" Morlun shouts at Peter.

"I'll deal with you later, Morlun. _Guarantee_ it!" Peter threaten the Inheritor, promising to defeat him later as payback for hurting his friends. Peter escapes through the portal with his fellow spiders as it closes before Morlun could pursue them, leaving the Inheritor furious after failing to kill his most hated enemy yet again.

**BGM End**

* * *

**The Safe Zone, Earth-13**

The rescue squad return to the safe zone with Team Sonic, Team RWBY, and Amy in toll. Wounded, but still alive, and very surprised to see so many spiders from across dimensions gathered in one place. "This is trippy. I never seen so many spiders in one place. Where are we, anyways?" Ruby asked.

"You're in Earth-13. My homeworld. You are safe here." Cosmic Spider-Man descends from the sky, greeting the non-spiders to his universe.

"You're a Spider-Man with the powers of Captain Universe!" Tails recognizes his powers.

"I feel safer already…" The stunned Amy quips.

Before continuing the conversation with his new guests, Cosmic Spidey hands over Benjy back to Mayday after watching him while she was gone to save her friends. "Here's your brother, Mayday. He's fine." He said sincerely.

"Thank you. You're no idea what he means to me." Mayday said, hugging her baby brother.

"That's your baby brother. He's so cute. But shouldn't he be with your parents?" Ruby asks her.

"My parents were killed by the Inheritors. That monster Daemos came out of nowhere and destroyed my home." Mayday told her friends about her parents' deaths, which surely surprised them.

"Oh gosh…We're so sorry, May." Yang sincerely apologizes.

"Benjy's my world now. All the family I have left." May said depressingly.

"That ain't true, May. You got us now. We spiders gotta stick together." Spider-Ham said some comforting words while sitting on Miguel's shoulder.

"Thanks, Ham." May appreciated his words.

"Let me heal you guys back to full health." Cosmic Spidey uses his powers to instantly heal Team Sonic and Team RWBY.

Sonic flexes his muscles and stretches his legs as he revels in his reformed strength. "Ah, much better. Thanks, cosmic dude." He smiled.

"Yeah, this guy's great." Spiderhog said, greeting his counterpart alongside Spider-Rose.

"Whoa! Spider-versions of me and Ruby! I was NOT expecting that!" Sonic remarks in surprise, taken aback being greeted by his spider-counterpart.

"Cool! It's like looking at a mirror!" Spider-Rose stares happily at her counterpart.

"That's so cool! I have my own twin!" Ruby stares joyfully at her counterpart.

"And I thought multiple versions of Peter was bad enough." Weiss dryly quips, internally terrified there is more than one Sonic and Ruby in the multiverse.

"Um, Pete, is that our Salem standing over there or a different one?" Blake asks her Peter, pointing at Salem standing next to them.

Peter takes off his mask as he replies, "No, that's _our _Salem. She's been helping us out. Kinda visited me at my apartment a few nights ago." He said, shocking his friends that he's been hanging out with Salem all this time.

"What?! Why are you working with her?!" Weiss shouts at him.

"It's hard to explain, but she's not much of a bad guy anymore. At least not now compared to the Inheritors." Peter replied nervously, trying to explain the situation to his friends.

"Are you NUTS?! Evil might as well be seeping out of every pore in her face!" Weiss insults Salem, slowly annoying the witch. "No reformed person could ever look that evil if they tried!"

"I do my best, woman!" Kaine shouts at Weiss from the sidelines, taking offense to that insult since he's a reformed supervillain.

"Peter, you got some _serious _explaining to do." Yang crosses her arms, glaring at her nervous boyfriend since she has been worried sick about his whereabouts these past few days.

"Yeah. We should talk." Peter agreed.

**BGM-Spider-Man 3 (Game) OST-Morbius Theme**

"No! The time for 'talking is OVER!" Angrily interrupting the conversation from the sidelines is Superior Spider-Man glaring at his amazing counterpart.

'_Whoa! Spider-Sense is going off, why-?' _Peter turns around, confronting his superior counterpart.

"Don't you get it? This is WAR! And from this point on, I'M IN CHARGE!" Superior declares himself the new leader of the Spider-Army, and would fight, and perhaps kill, anyone who argues against him.

**BGM End**

* * *

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Theme of Spider-Man**

**KFX Here: And because of the circumstances, Team Sonic, Team RWBY, and Amy are reluctantly recruited into the Spider-Army for their own protection. And now Superior Spider-Man has had enough of Peter's leadership and wants to take control over the army. Who will be superior?**

**Next time: Amazing versus Superior!**

**Question of the Chapter: What are your opinions on Team RWBY's current goals after graduating from Beacon Academy? Gotta factor in all their character development from throughout this series.**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	13. Act 2 Issue 5: Superior Force

**BGM-Spider-Man: Web of Shadows OST-Main Menu**

**Amazing Spider-Man: Look out! It's your friendly neighborhood Spider-Man! That was too close. Morlun went to my universe searching for Chaos Emeralds, some which were in the hands of Sonic and my other friends. They did their best but Morlun completely overpowered them and would've been killed if my team didn't show up to save them. We took them back to the safe zone to heal up, but just when I was beginning to explain things to them, Superior declared himself leader of the remaining spiders!**

**BGM End**

* * *

_Act 2 Issue 5: Superior Force_

**The Safe Zone, Earth-13**

**BGM-Ultimate Spider-Man (Game) OST-** **Venom Fights Silver Sable**

"No. You don't get to make that call. You're NOT in charge here. I am." The maskless Peter Parker argues with the Superior Spider-Man, after he declared authority over the Spider-Army.

"Can't believe he just said that. Peter's in charge of an entire army?" Amy remarks, standing next to Team Sonic, Team RWBY, and the rest of the Spider-Army.

"Who's the spider with the attitude?" Sonic asked his counterpart, Spiderhog.

"He calls himself the _Superior _Spider-Man. He's kind of a jerk." Spiderhog quipped.

"The whole reason I formed this team because I fought the Inheritors before. I have the most experience with them." Peter argues with his superior counterpart.

Superior takes off his mask, revealing his Peter Parker face and remarks, "And you wasted our time saving those rodents and children who aren't even spiders. Irrelevant to us and the Inheritors." He insulted Team Sonic and Team RWBY.

"Irrelevant?! Morlun came to our universe just to kill us!" Weiss retorted, snarling from his insult.

"My friends were in danger. They have just as much experience with the Inheritors like me, making them targets too." Peter argues, defending his friends.

Superior smugly boasts, "Even with all your combined experience, you FAILED to defeat the Inheritors because you were too weak-willed to kill them. You don't have the guts OR the intellect, unlike me, the SUPERIOR Spider-Man, who subjugated crime in my dimension. And I've seen what you call 'leadership!' HA! The team _I _formed was holding their own against the Inheritors! Until YOU blundered in and got some of my best men KILLED! Why on earth should _you _lead us? SHOW ME! Take your best-."

Having heard enough, Peter shuts him up by punching him in the face. "I was hoping he would do that." Blake remarks, as she already didn't like Superior Spider-Man.

"Good. As if we'll leave our fate in his hands." Kaine said.

Superior wipes the blood from his face, scowling at his counterpart while his spider-arms menacingly protrude from his back. "Very well. If you wish to settle things this way…SO BE IT!" He said, as the Superior Spider-Man gets into fighting position, confronting the Amazing Spider-Man to a fight that'll decide who takes leadership of the Spider-Army.

**BGM End**

**BGM-Spider-Man: Web of Shadows OST-Kingpin Henchmen**

"Fight!" Flash Thompson, aka Captain Spider of Earth-78127 shouts at the fighting spiders.

"Kick his butt!" Yang cheered for her boyfriend.

"Amazing Spider-Man versus Superior Spider-Man? This should be a good show!" Sonic grinned.

"Go get im', Pete!" Gwen cheered.

"Which one? They're both Pete. Heck, most of us are Petes." Spider-Man of Earth-12041 from the 2012 cartoon quips.

"Ten pounds on red and blue." Spider-UK place a bet with Spider-Punk.

"I'll take a piece of that." Spider-Punk remarks.

Superior slams his waldoes at Amazing, but he quickly retreats to the air with a webline. "Swing and a miss!" Peter quips. "Look at you. Eight limbs…" Peter webs his some of the waldoes, "And you _still _can't hit me. What's the matter, Mr. Superior? Arthritis setting in?" He quipped.

"Jokes? Really? In my world, I outgrew those, got smart, wised up, and realized…" Superior ruthlessly rips off the webbing binding his arms. "This ISN'T child's play! It's a WAR!" He stated.

"This is a waste of time." Salem comments on the battle.

"I agree. This is time we could be using going after Daemos and the Inheritors." Mayday remarks, turning to Cosmic Spidey. "You have the powers of a god. Break it up." She said to him.

"Sorry, May. I can't pick sides here. This conflict needs to play itself out." Cosmic Spidey replies, refusing to end this fight.

Superior unleashes a terrifying might of energy blasts from his arms at Peter, who dodges them while in midair and countering with web blasts. "You don't have what it takes to WIN! You NEVER go for the KILL!" Superior taunts him.

"And I never will! I'll never be that ruthless!" Peter retorts, swerving pass his blasts.

"Then THE DIE IS CAST!" Superior shouts.

'"_The die is cast?" Where have I heard that catchphrase before?' _Peter thinks inside his own mind. _'Doc Ock likes saying that phrase. Come to think of it, Superior's costume looks nearly identical to Mecha Spider-Man's, Ock's robot clone of me. And the way he keeps shouting "superior" a lot. His arrogance. Could it be possible that in his world, Doc Ock somehow took over my body?' _He said, thinking that Superior Spider-Man might be Doc Ock inhabiting his body. _'Only one way to find out.' _

Superior continues firing energy bolts from his arms at Peter, who continuously performs flips to evade harm and does his best to counterattack. "I know someone else who loves that catchphrase. Are you Doc Ock in disguise, because that would be disturbing." Peter jokingly remarks, which caught Superior off his guard for a moment, something that Peter noticed.

"What?! Preposterous! Doctor Octavius died in my world. I made sure of that-." And while Superior backs down talking, Peter took this one chance to deliver the definitive kick straight to the face, knocking out the Superior Spider-Man and thus defeating him.

**BGM End**

**BGM-Spider-Man: Web of Shadows OST-Mission Accomplished 2**

"The Doc Ock in my world died and came back to life once, just like these Inheritors. We've already seen they can't be killed. Killing's not the answer. It NEVER is. We need to be better. And THAT'S why I'm in charge." Peter stated, standing triumphantly over the defeated Superior Spider-Man and reaffirming his position as leader of the Spider-Army.

**BGM End**

Superior groans on the ground, slowly opening his eyes to see Peter giving him a hand. "Unh, what is the meaning of this? Explain!" Superior asks.

"I'm reaching out here…because I _need _you." Peter said, helping his counterpart on his feet. "I won't deny your genius, and I'd be a fool not to seek your advice on what to do next." He said, remembering Madame Web's words about trusting unlikely allies like Superior Spider-Man, who may or may not be Doc Ock controlling his body.

"THAT is the smartest thing you've said so far." Superior said, accepting his role as advisor.

"Glad that's settled. What's the plan?" Sonic asked the two spiders.

**BGM-Sonic Adventure 2 OST-Strategy**

"First off, this 'safe zone' of ours is NOT very safe. We're all out in the open." Superior states while putting on his mask.

"I'm with you. There are no walls to crawl. Nothing to swing off of. We should move closer to the streets and buildings." Peter agreed.

"There's no need. I'm here to watch over all of you." Cosmic Spidey calmly argued.

"It's been working well for us." Spider-UK is in agreement with the god.

"Well not for me. I don't like having all my eggs in one web-sack." Peter quips, while putting on his mask. "On me, people. We're moving out." He said to his Spider-Army.

"Yes, sir, spider-sir!" Spider-Ham responded.

"Can we help? We kinda have no other choice." Ruby asks her bro, as Team RWBY and Team Sonic are also targeted by the Inheritors.

"True. I didn't tell you guys about the Inheritors because I wanted to keep you safe." Peter said, apologizing to his friends for not telling them about this Totem War.

"You've always been a worrywart. Understandable. Besides, Morlun made it personal when he hurt Penny and we want payback." Sonic grinned.

"Penny? Is she okay?" Peter asked, worried about his android friend.

"Lost an arm, but she's fine. She's a robot after all. Helped us find a Chaos Emerald before Morlun snatched it from her." Sonic replied.

"Why was Morlun after the Chaos Emeralds?" Jessica Drew asks the hedgehog.

"Said something about a 'Weaver' and wants to destroy all spiders." Sonic answered.

"If your Chaos Emeralds are anything like the ones from my world, then we're in big trouble." Spiderhog responded.

"Chaos Emerald-powered Inheritors? There's no sugarcoating that nightmare. They'll be the most unstoppable beings in the entire multiverse! No one will be able to stop them." Peter remarked.

"What exactly IS a Chaos Emerald?" Superior asks, as Chaos Emeralds don't exist in his world.

"It's this." Sonic takes out the blue emerald from his quills to show him.

"Inconceivable! It's energy readings are incalculable that it might rival a Cosmic Cube, or perhaps an Infinity Stone!" A shocked Superior Spider-Man remarks after scanning the Chaos Emerald.

"They're pretty powerful on their own, so you don't want to imagine if someone collects all 7." Sonic replied.

"There are _seven _of these gems? How many do we have?" Superior asked.

"We have two, and Morlun has two, leaving three more left to find." Amy answered.

"The Chaos Emeralds have been a big help to us in the past. They might give us the edge we need over the Inheritors." Peter remarked.

"Since I can't use my cosmic powers in other dimensions, these emeralds might be the perfect alternatives." Cosmic Spidey agrees that collecting the Chaos Emeralds could be their secret weapon to defeat the Inheritors.

"Then it's settled. Sonic, Tails, Amy, and Yang. Take Miles, Ham, and Peni back to Mobiant Earth and collect the remaining emeralds before the Inheritors." Peter assigned them the mission to collect the Chaos Emeralds.

"You sure? I was kinda hoping _we _could team up again." Miles said.

"What? We teamed-up before too, remember?" Yang quips to the young spider.

"I want to team up with them too." Silk said, volunteering to join the Chaos Emerald Search team.

"No, Silk. It's too dangerous." Peter remarks, remembering his promise to Ezekiel to watch The Bride.

"The Inheritors are after me, Peter. I gotta lead them away somehow." Silk argued.

"Okay, maybe I have an idea…" Peter turns to Superior, "You still have those cloaking devices on you?" He asks him.

"Of course, but remember it's ineffective with you and Silk because of whatever makes you two so special." Superior hands him a cloaking device.

"Not a problem when we have a Chaos Emerald. Tails, sync this with your handheld and use a Chaos Emerald to boost its power." Peter tosses the device to the two-tailed fox.

Sonic hands his buddy a Chaos Emerald, as Tails embeds it into his Miles Electric and syncs it up with the cloaking device, strengthening its signal to mask all Spider-Totems, including special totems like Silk. "Fully sync! Silk is free to hang with us without the Inheritors detecting her scent." He smiled.

"Awesome. Superior, is there any chance you could reverse this tech?" Peter asks him.

"To detect Inheritors? I've already done that. AND located their home dimension. But we're not ready to take the fight to them. Not yet." Superior replied.

"It'd be a massacre. But we need information." Peter said.

"Perhaps we should locate this 'Weaver' the hedgehog mentioned. If they are so important to the Inheritors' plan, then they might give us clues how to defeat them." Salem responded.

"Salem's actually being helpful?" Yang quipped.

"You might be right. Salem, take the older Jessica, Knuckles, and past me to find this Weaver." Peter orders, putting Salem, Spider-Woman, Knuckles, and Spider-Man Noir as their own team.

"HUH? Why am I stuck with Salem?!" Knuckles argues with an angry scowl.

"Just trust me, okay." Peter replied.

"In the meantime, we need to start analyzing that corpse of the Inheritor and learn if they have any weakness we can exploit." Superior recommended their next move, looking at Daemos' corpse that they brought with them to Earth-13.

"I can take care of that." Miguel approaches him. "2099 might have the tech we need for a proper analysis, and I don't think the Inheritors are there anymore." He said.

"Just in case, take a cloaking device and a team with you. Weiss, Six-Armed Spidey, and Lady Spider will join you." Peter said, putting those four as the team to analyze Daemos' body.

"Teaming up again, huh? Hope 2099 is less dangerous than the last time I visited." Weiss slyly smirks to Miguel.

"Don't be too shock if it is." Miguel quipped.

"Parker!" Kaine speaks up, getting his brother's attention. "I think me and Reilly might've figured out what makes the Inheritors immortal." He told him.

"You did?" Peter remarks with a surprise look on his face.

"They can clone themselves. Come back as many times as they want. It's why we have Daemos' corpse but he came back to life in a new body." Ben Reilly responded.

"That _might _explain how they escaped from their dimensional prison. They either starved themselves to death or killed each other. Allowed themselves to be revived in new bodies." Salem remarks, claiming that's how the Inheritors escaped their prison.

"We don't stand a chance if they can do that. We'll never win!" Peter comments.

"Unless someone does something about it! I can open a portal to their frequency and take us to wherever Daemos' clone came from." Reilly replied.

"Good thinking, Ben. You and Kaine head over there immediately. Take the younger Jessica and Blake with ya." Peter said, putting those four as part of the team to stop the clones.

"Are you a clone?" Ben asks Blake.

"I can _create_ clones with my Semblance." Blake responds.

"Great! C'mon! Go Team Clone!" Ben joked.

"No. We're NOT calling ourselves that." Kaine argued.

"You are no fun, brother." Ben quips.

"Spiders are dying, Reilly. This is anything but fun." Kaine responded.

With their Web Watches, the spiders open portals to their respective destination point that'll help them defeat the Inheritors. "Gwen. Anya. You two help me recruit more spiders." Peter said to the two spider-girls. "Everyone look out for each other. Stick to the plan. Stay in touch. We'll be right back. Until then, Spidey-Brit, you're in charge. And Ruby, stick with him if he needs assistance." Peter places Spider-UK and Ruby in charge of the Spider-Army.

"Or I could fight you for it." Superior half-jokingly challenges Spider-UK to a fight for control.

"You having a laugh?" Spider-UK asks him.

"…Sure. Why not?" Superior quips.

"Good luck, everybody!" Ruby happily waves goodbye to each team.

"It's been a while since things got this fired up! HERE WE GO!" Sonic smiled, looking forward to this new adventure working together with a pan-dimensional spider-army, as each chosen team jumps through their portals and begin their respective missions.

**BGM End**

* * *

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Theme of Spider-Man**

**KFX Here: We're now at the halfway point of Act 2. Peter is suspecting Superior Spider-Man might be Doc Ock taking control over his body. We also got teams traveling to different dimensions in an effort to stop the Inheritors.**

**Chaos Emerald Search Team: Sonic, Tails, Amy, Yang, Miles Morales, Silk, Spider-Ham, and SP/dr. Their mission is to collect the remaining Chaos Emeralds on Mobiant Earth.**

**Mystic Force Team: Salem, Spider-Woman, Knuckles, and Spider-Man Noir. Their mission is to learn the secrets of the Inheritors.**

**The Autopsy Team: Spider-Man 2099, Six-Armed Spider-Man, Lady Spider, and Weiss. Their mission is to analyze Daemos' corpse for weaknesses.**

**Team Clone: Scarlet Spider (Kaine), Spider-Man (Ben Reilly), Ultimate Spider-Woman, and Blake. Their mission is to stop the Inheritors' cloning projects**

**Spider-Recruiting Team: Amazing Spider-Man, Spider-Gwen, and Spider-Girl, (Anya Corazon). Their mission is to recruit more spiders to their Spider-Army.**

**Some teams will get chapters dedicated to themselves. Some might not. Wait and see how things unfold.**

**Next time: The Chaos Emerald Hunt!**

**Question of the Chapter: Which team are you looking forward to seeing in action the most? What kind of interactions do you want to see between the members of each team?**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	14. Act 2 Issue 6: Chaos Mission

**BGM-Spider-Man: Web of Shadows OST-Main Menu**

**Amazing Spider-Man: Look out! It's your friendly neighborhood Spider-Man! Superior Spidey wanted to take control over our spider-team. I suspected that he's Doc Ock controlling my body, that and he's a jerk so I knocked some sense into him and allowed him to be my advisor instead. We discussed our next moves. My team is gonna recruit more spiders while Sonic's team collect the remaining Chaos Emeralds. Meanwhile, Salem's group are gonna search for info on the Inheritors, while Miguel's team figure out their weaknesses and Kaine's team stop their cloning experiments that keeps them immortal. Five dangerous missions in five different dimensions. Good luck, everyone.**

**BGM End**

* * *

_Act 2 Issue 6: Chaos Mission_

**Ocean Palace Zone, Mobiant Earth**

**BGM-Sonic Heroes OST-Ocean Palace**

A portal open in the ruins of a beautiful palace surrounded by the ocean as Sonic, Tails, Amy, Yang, Miles, Silk, Peni Parker, and Spider-Ham jump out of it to search for the remaining Chaos Emeralds for the Spider-Army. The spiders are instantly amazed of their new location, standing in awe at the beauty of this ancient palace established on the sea.

"Whooooa…Is this some kind of sea palace?" Miles asked.

"Yup. Welcome to Ocean Palace Zone." Sonic grins as he greets his spider-guests to a zone in his home dimension.

"Zone?" Miles questioned.

"Area. Region. Landform. Take your pick." Sonic quipped.

"**This place is beautiful…" **Peni said, from inside her SP/dr mech suit.

"We don't have time to sightsee. The spiders are counting on us to find the remaining Chaos Emeralds before the Inheritors. Point the way, Tails." Sonic says to his fox buddy with the Emerald radar.

Tails looks at his radar where the emerald is and determines the best direction that'll lead them there. "That way!" He points straight ahead.

"Alright, let's go!" Sonic enthusiastically revs up his feet and boosts ahead of the group.

"Slow down, bluehog! You aren't the star of this show!" Spider-Ham quips, launching a webline to swing on as the rest of the team rushes through the zone to find the emerald. The spiders swing over the ruins and continuously be amazed by the landscape, while the others run through loops and destroy collapsing pillars looking for the emerald. Soon, they jump off ramps and notice they're about to land on top of giant, rock-carrying turtles swimming in the ocean.

"What the? You guys have giant turtles swimming in the ocean with blocks on their backs?!" Miles remarks on the ridiculousness of this dimension.

"And I thought my world was cartoony." Spider-Ham jokes as they land on top of a giant turtle.

"What's your world like anyways? Did you get bit by a radioactive cartoon spider?" Sonic quips to the spider-pig.

"No. I was bitten by a radioactive cartoon _pig_." Spider-Ham quips while giving the hedgehog a cartoonish glare.

"What? You mean to tell me you were a spider that was bitten by a pig? That's so ridiculous." Sonic remarks, admittedly shocked about his origins.

"Says the _other _cartoon animal that runs around at the speed of sound naked." Spider-Ham quipped.

"I'm wearing socks and shoes. And gloves!" Sonic jokingly remarks while shrugging.

"How did you get your powers? Your name's Peni, right?" Yang asks the 14-year-old Japanese girl piloting her spider-mech.

"**Peni Parker. I'm from New York from the year 3145. I have a psychic link with the spider that bit me and lives inside my father's robot." **Peni happily explains her origins to the group.

"Heh. Wow. You're definitely different from the Penny I know. You're not a robot for starters, but piloting one. And thankfully a lot less enthusiastic." Yang quips with a grin as they continue exploring the zone for the emerald.

**BGM End**

**BGM-Team Sonic Racing OST-** **Narrative Cue: Peaceful**

As they get closer to the emerald, Silk is looking a little worried because she's being bothered with the thoughts about the Inheritors finding them. "Hey, Tails, you sure that cloaking device Peter gave you is hiding my scent from the Inheritors?" She asked the twin-tailed fox.

"There's nothing to worry about, Silk. I'm using a Chaos Emerald to charge the device to it's fullest capacity. As long as you're with us, the Inheritors won't find you." Tails smiles, reassuring she's safe with them.

"I hope so." Silk remarks, still a little worried.

"Why are the Inheritors so interested in you anyway?" Sonic asked her.

"I'm not exactly sure. That old man said I'm something called 'The Bride'. Some special totem." Silk replied.

"The Bride? So you're like Pete with The Other?" Sonic guessed.

"**What's that?" **Peni asks him.

"Some kind of spider-monster-god thing that's living inside his body. I dunno what The Bride is? You two were bitten by the same spider, right? Maybe you two are destined to get married or something?" Sonic remarks unsurely to Cindy.

"He _is_ pretty cute." Silk said with a smile that annoys Yang, who's looking a little jealous as she walks next to the spider-bride. "I'm just joking, Yang. No need to look jealous." Silk quips, still smiling.

"I'm not jealous. Just…upset." Yang replied.

"About what?" Amy asks her.

"I just don't like that Peter lied to me. I wish he told me he's been fighting the Inheritors all this time. Some of us here knows how tough those guys are." Yang said, dishearten about Peter's secret battle with some of the strongest spider-killers in the multiverse.

"To be fair, he thought we were dealing with _one _Inheritor. He didn't know all of them were hunting us." Miles argued, defending Peter.

"One of them nearly killed him _multiple _times." Yang retorts. "A whole group of us could barely hold our own against an Inheritor. We were almost lucky beating their family last time, but now they're back killing spiders with Peter as their number one target." She argued.

"I thought _I'm _their number one target." Silk quipped.

"What's worse, he was hiding the fact he's been teaming up with Salem of all people this whole time. One of the monsters who sent Morlun to kill him. How can he trust _her_ over his friends? Or me?" Yang asks sadly, looking at the ground she's walking on with a depressed frown.

"Salem kinda came to him though." Miles argues.

"Yeah. At our apartment. In the middle of the night. While I was _sleeping_!" Yang said, being very distrustful of Salem.

"Desperate times called for desperate measures. Salem's a spider too and needed Spidey's help. Your classic hero-villain team-up." Sonic conversed.

"Which 90% of the time leads to backstabbing." Yang angrily crosses her arms.

"You're worried for Pete. We understand. Just like how we understand he didn't tell us about the Inheritors was to protect us. You remember how Morlun trashed us? The Inheritors are only hunting spiders. We were unlucky enough to get involved." Amy said sincerely to Yang.

A sadden Yang then remarks, "I know, but, we promised we'd protect each other. And things have been pretty rough for us these past few adventures. Like that time the timeline was changed and he died and was brought back to life as an evil businessman in the future that almost destroyed the universe. And that time we learned the Peter from Miles' world died, after I promised I'd always have his back."

"I can imagine Pete's still a bit bothered meeting his evil future self. That guy went insane because he failed to protect his loved ones so he doesn't want to make the same mistake." Sonic remarks with a sad expression on his face, reminiscing that crazy time-traveling adventure.

"And I don't want to make the mistake never being there for him when he needs help the most." Yang said depressingly.

**BGM End**

**BGM-Team Sonic Racing OST-Narrative Cue: Comical**

"Sheesh. How 'bout you two get married and call it a day?" Spider-Ham quips with a shrug, tired of this conversation and wants to get a move on finding the emeralds.

Yang instantly blushes from the pig's little remark. "I-I-I don't think the two of us are ready for THAT yet." She said while a little flustered.

"Oooh. So when WILL you two be ready to tie the knot?" Amy slyly teases the flustered brawler.

"I dunno. Possibly never!" Yang angrily remarks.

"I give it a few months." Amy teases.

"A few months?! Enough with the jokes. I don't want to get married!" Yang retorts.

"Yet you were jealous at the thought of me and Peter getting married." Silk quips, instantly stunning Yang to the face.

"I said I was upset!" Yang retorts, becoming agitated with their teasing.

"Upset at The _Other _and The _Bride _being a thing?" Amy said, slyly staring and annoying the huntress with her teases.

"The two of us _do _have a connection." Silk remarks with a sly smile.

"Then it must be destiny." Amy quipped.

"You two SUCK. Summer told me my destiny is different." Yang retorts, accidently hinting to them her secret about her and Peter getting married in the future which Summer and Miguel told them in their recent adventure.

"Your great-niece from the future? Care to tell us what she said?" Amy slyly asks the huntress.

"No, because it could DOOM the timeline." Yang retorted.

"**So are you confirming it?"** Peni chimes in and deduces the two do get engaged.

"I'm not confirming _anything_! Stay out of this, Peni!" Yang retorts, feeling flustered from all the teasing.

"Oh geez. Look what you did, Ham. They're talking more now." Miles said to the pig that caused the girls to keep talking while they're trying to find the emeralds.

"Girls and their gossip." Ham quipped.

"AHEM!" Sonic lets out a loud fake cough, getting the girls' attention as he interrupts their conversation. "Emeralds. Inheritors. Gotta stop them from taking over the multiverse! HELLO?!" The annoyed hedgehog reminds them of their urgent mission to save reality.

The girls stand there blinking, feeling a little embarrassed about almost forgetting what's at stake. "Oh, right. Sorry. Got a little carried away with the teasing." Amy said, causing Yang to roll her eyes with an annoyed growl.

"C'mon. The emerald's close by." Tails said, leading the group to the emerald's location.

**BGM End**

Eventually, the team stumbles upon an abandoned bunker stationed next to the sea that belonged to Eggman and Doc Ock during one of their team-ups. "So Tails…Where are we anyway?" Sonic asks his buddy.

Tails looks at his radar which tracks the emerald inside the bunker. "It looks like this is one of Eggman and Doc Ock's old bases that was left during the war." Tails replied.

"You guys fought a war with a baddie named Eggman?" Spider-Ham quipped.

"Can we expect to see some _operational_ robo wrecks?" Sonic asked.

"Maybe, but I doubt it." Tails responded.

"Well we won't accomplish anything standing out here. C'mon!" Miles said, as the team approaches the entrance into the bunker. The young spider kicks the door metal door down, but that might've been a mistake, as the spiders' Spider-Sense suddenly goes off as well as the alarms inside the bunker.

**BGM-Spider-Man 3 (Game) OST-The Mad Bomber #1**

"An alarm?! I thought this place was abandoned!" Miles remarked.

"Guess that means someone is living here." Sonic said.

The heroes quickly notice Badniks and Octobots coming their way through the corridor. "We got company." Yang says, cocking her weapons for battle.

"Don't waste time with them!" Sonic jumps into the air and quickly destroy robots with his homing attacks. The rest of the group smashes up the robotic fodder while dodging lasers fired from wall turrets.

"Yowza! Tentacles are popping out from the walls!" Spider-Ham leaps away from tentacles protruding from the wall and quickly webs them there.

As Sonic finishes off the remaining robots, he was ambushed by a surprise punch to the face that knocks him to a wall. "Huh?" Sonic looks ahead at the enemy that punched him, which looks like a roboticized Superior Spider-Man that he knows by a different name. "Mecha Spider-Man?!" He recognized Mecha, the evil robotic duplicate of Spider-Man.

"A robot Spider-Man? Is he part of our team?" Miles asks the blue hedgehog.

Sonic stands up with a scowl and replies, "Definitely not. This guy works for…"

**BGM End**

**BGM-Spider-Man 3 (Game) OST-The Mad Bomber #2**

"Who DARES barge into my workstation?" A new villainous voice chimes into the conversation. Standing next to Mecha Spider-Man is a mad scientist outfitted with a green/yellow armor that is attached with four mechanical arms that he uses for evil and his diabolical experiments. The scientist glares at the heroes, recognizing them as his mortal enemies. "Of course it'd be you meddlesome fools! Long time no see!" He arrogantly greets his enemies.

"Doctor Octopus!" Sonic confronts the tentacled doctor.

"That's Doc Ock? So he's alive in this world. I've only heard about him." Miles remarked.

"What is the meaning of this intrusion? Who are these different spiders?" Ock asked the hedgehog.

"Ock, we don't have time to talk. You gotta give us the Chaos Emerald. The whole world is in danger!" Sonic tells him.

"The world is always in danger. Why should I give it to you?" Ock responded.

"Listen! You remember the Inheritors? Well, they're back and collecting the Chaos Emeralds. If we don't stop them, they're gonna wipe out all spiders and conquer every universe, including this one!" Sonic told him, wanting to reason with the doctor instead of fighting him.

Ock is shock to learn that the Inheritors have returned and are on the loose. "The Inheritors have returned?! That _is _a problem. Fortunately, I have developed the means to ensure our salvation." Ock presses a button on his gauntlet, which opens up a wall that reveals a machine surrounded by a web-like construct.

"What is that machine, doctor?" Tails asks him.

"I have been developing a machine capable of altering the universe using the energies of any Spider-Man or Spider-Woman." Ock revealed, explaining his Spider-Device.

"A machine that's fueled by spiders to alter reality? How does that make any sense?" Yang quipped.

"Ever Spider-Totem is connected to the Web of Life and Destiny. He probably wants to tap into that power to take over the world." Silk claimed.

"Before I found spiders creepy. Now I find them ridiculous." Yang quips about Spider-Totems.

"This machine will help me rule the world, but I believe it will also prevent the Inheritors from pursuing spiders throughout the dimensions…if you surrender Spider-Man to me. Any Spider-Man will do. There is little time." Ock said, wanting to use the Spider-Totems to power up his machine to take over the world and possibly stop the Inheritors from invading this one.

"Fat chance, Ock! You'll just trap us in this universe while the Inheritors conquer everything else! And there's no WAY we're handing you one of our spider-friends!" Sonic retorted, not trusting the mad doctor.

**BGM End**

**BGM-Marvel Ultimate Alliance 3 OST-Bring on the Bad Guys**

"You dare doubt my genius? Then you heroes have DOOMED our world! THE DIE IS CAST!" Ock stands on two of his arms and violently flaunts the other two, standing next to Mecha Spider-Man as the two superior villains get ready to brawl with the heroes.

"I got Ock!" Sonic revs up a quick Spin Dash, blasting himself towards Ock and hitting him with numerous homing attacks.

"Do not underestimate me!" Ock smacks the hedgehog to a wall with a tentacle, then allows Mecha to almost punch him if he didn't jump outta the way as he punches through the wall.

"I see you got Mecha under a new leash." Sonic quips, remarking on how Mecha Spider-Man is under Ock's control again.

"I reprogrammed him to never betray me like last time. He is back to being my most deadliest enforcer!" Ock responded.

Mecha unveils his spider-arms and tries to attack the hedgehog, only for Peni jump down in front of him and brutally punch the robot in the face with her mech. **"Still looks like outdated piece of junk." **Peni quips.

"Even when he's powered by a Chaos Emerald? Mecha, show this child your true power! Show them the power of the superior Spider-Man!" Ock ordered his enforcer.

The Chaos Emerald inserted inside Mecha's systems powers him up to new heights and envelops his body in a powerful red aura. The android's eyes glow red as he uses his spider-arms to unleash powerful lasers that knocks down Peni. Amy tries to smash him with her hammer, but was immediately deflected through equipment lying around in the bunker.

"Let me show you how to use a hammer, sweetie." Spider-Ham summons a cartoonish mallet from hammerspace, jumping underneath Mecha and smacking him around with his weapon, then swiftly web-strikes the robot to a wall.

"The pig can fight." Yang quips, helping out dishing damage onto Mecha.

"Just call me Mister Hamtastic!" Ham joked.

The other heroes consisting of Sonic, Tails, Silk, and Miles are focusing their attention fighting Doc Ock and his dangerous swinging tentacles. "You are one of the newer spider-heroines. Your energy will be useful powering my device." Ock said, striking Silk with a tentacle.

"Ock, neither you or the Inheritors is going to have me. Let's get that straight." Silk quips, while dodging his tentacle thrusts.

"What she said." Sonic remarks, attacking the villain from the back.

"You run from the Inheritors. I can defeat them. Would you rather joke or survive?" Ock retorts, firing lasers from his tentacles at Silk and Sonic.

"Like we're gonna trust a crazy supervillain. Then again, we _are _working with Salem." Miles quips, swiftly spin-kicking the villain in his face.

"Why is Salem involved in this? Her useless magic will not save you fools. Only my superior intellect! Which of you is brave enough to be the savior of this world?" Ock asks, focusing his attacks on Miles and Tails.

"Fighting Ock and Mecha together _really _reminds me of that Superior guy we met not long ago." Yang remarks, comparing these villains to Superior Spider-Man.

"How they're both extremely arrogant and their favorite word of the century is superior?" Sonic quips, dodging a ruthless slam from Ock.

"You don't mean to suggest Superior Spider-Man might be Ock that switched minds with Spidey and trying to prove he's the better hero in his dimension?" Tails jokingly remarks, flying away from Ock's lasers.

"It's the multiverse. Anything could happen. Speaking of…" Yang looks at Miles for a moment. "Miles! Break off from Ock for a second and use your inviso-power against Mecha." She instructed him.

"Right on!" Miles flips away from Ock as he turns invisible towards Mecha. While the android is holding his own against Amy, Peni, and Spider-Ham, he found himself ruthlessly attacked by the invisible Miles that he can't detect. "You're a robot based off the Spider-Man from this world, right? Meaning you don't have something as dandy as the Venom Blast!" Miles reveals himself, powering up his fist with electricity as he brutally punches Mecha towards the Spider-Device, defeating him and destroying the machine.

Ock is throwing a fit of rage from seeing his genius invention destroyed by the heroes. "NO! You have destroyed the machine! It would've saved us! Now we will all perish! Idiots! None of you deserve to live." He retorted.

"Thanks for your input. File a complaint with the inmate-relations people at the Raft." Sonic quips, working with Tails to defeat Ock with a double spin-attack.

**BGM End**

**BGM-Sonic Generations OST-** **Seaside Hill (White World)**

The spiders web up the unconscious doctor and his tentacles to the floor so he wouldn't escape by the time someone comes to arrest him. Meanwhile, Tails hacks into Mecha's systems to eject the light blue Chaos Emerald that he was using to power up. "Got it! Our third Chaos Emerald!" He shows his friends their new emerald.

"You weren't half bad there, kid. The others were right about you." Sonic smiles at Miles, complimenting the young spider's skills.

"Thanks. So where's that next emerald?" Miles asks the fox.

Tails checks his radar and notices someone vastly approaching the sixth Chaos Emerald. "I've found one, but it looks like an Inheritor is closing in on it. See?" He shows the group his radar.

"No point getting that emerald now. That means the Inheritors have three emeralds as well, leaving just one left." Amy remarked.

"Then let's hurry and find that last emerald before they do." Sonic said.

"Can we beat the Inheritors with only four emeralds?" Silk asks the hedgehog.

"Peter and the other teams are searching for ways to weaken the Inheritors. As long as they accomplish their tasks, we should be fine." Sonic replied with hope. "Miles, open a portal to the final emerald." He instructs him.

Miles does just that and opens a portal with his Web Watch. "We gotta get that last emerald before the Inheritors do or it's all over!" The young spider said.

"Don't sweat it, kid. We're used to these kind of stakes almost every week. It'll be fun." Sonic grins, as his team walks through the portal to locate the final Chaos Emerald that'll help them defeat the Inheritors.

**BGM End**

* * *

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Theme of Spider-Man**

**KFX Here: Some of these chapters are happening simultaneously, just to warn you. This chapter is based off a mission from the defunct game, Marvel Avengers Alliance, called "Along Came the Spiders" which was based off Spider-Verse.**

**XenoSlayer983: Spider-Carnage or Wolf Spider will NOT appear in this story and would never work with the Inheritors. The Inheritors feed on every spider, good or bad, and wouldn't make alliances with them. They already have pawns in the form of Verna's hounds. **

**Next time: Salem meets the God of the Web: The Master Weaver!**

**Question of the Chapter: What is your favorite joke from throughout the United Heroes series?**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	15. Act 2 Issue 7: Mystic Mission

**BGM-Spider-Man: Web of Shadows OST-Main Menu**

**Miles Morales: My name is Miles Morales, the next-gen Spider-Man! I'm teaming up with Yang, Sonic, and a few others to collect these Chaos Emeralds. They told me that when someone collects all seven emeralds, you gain ultimate power, and in the hands of the Inheritors, that means game over for every spider in the multiverse! We found the fifth Chaos Emerald in Doctor Octopus' creepy tentacles and beat him and his robot Spidey to get it. But while we were busy with Doc Ock, the Inheritors got the sixth emerald. There's only emerald left. We have to get it before the Inheritors!**

**BGM End**

* * *

_Act 2 Issue 7: Mystic Mission_

**Mysterious Temple, Earth-01**

**BGM-Spider-Man 3 (Game) OST-Sewers #2**

Floating in the middle of a cosmic void is a mysterious spider-themed temple located at the edge of existence itself. Inside the quiet halls of the temple, a portal open as Salem's group of Web Warriors emerges from it consisting of Spider-Woman Prime, Spider-Man Noir, and the non-spider Knuckles the Echidna. Their given mission is to gather information on the Inheritors and locate the mysterious Weaver that might hold the answers they seek.

"Is this the place? PLEASE tell me we actually found it?" Knuckles asks, as it took a while for this group to locate Earth-01.

"I believe so. Earth-01. Located at the edge of the multiverse. I can sense the Great Web lies at the end of this corridor." Salem replied.

"Finally. We had to hop about 20 dimensions to find this place. Some dangerous and some really annoying. And the less we talk about that zombie world, the better." Spider-Woman remarks of their perilous journey to find this dimension.

"Which one?" Noir dryly quips.

"All of them." Jessica remarks.

"At least it wasn't that chibi world." Noir said.

"You and Salem hated that place because it was too cutesy." Jessica joked.

"I liked the world with the Spider-Echidnas. But their Chaos kinda freaked me out with its multiple eyes." Knuckles remarks on one of the worlds they briefly visited during their journey.

"Enough. We must keep moving. We have wasted enough time to get here." Salem said to her group, wanting to locate the Weaver as quickly as possible.

"Yeah, yeah." Knuckles responded to the bossy witch.

Salem and her group walk through the long hall of the temple, passing by murals and other ancient architecture that relates to Spider-Totems in the most crypt of ways. "This place reminds me of the Hidden Palace Zone, but a little creepy. You sure this 'Weaver' lives here?" Knuckles asks the sorceress.

"You're not a spider, so it's natural you don't have the sense to tell where we are." Salem replies, subtly insulting the echidna.

"Watch it! For all I know, you're leading us to a trap." Knuckles scowls, retorting at the untrusting evil sorceress.

Salem calmly responds to his remark, "I understand why you do not trust me, guardian, but know that my fate hangs in the balance as well if the Inheritors succeed. If I knew of their existence, I would've never turned myself into a Spider-Totem. But the past is the past. I promised Spider-Man I would cooperate and assist him in any way I can, if it's the only way to defeat the Inheritors."

"_Almost as if it were planned…as part of some grand design." _A mysterious new voice with an ominous tone surprises the heroes during their walk. The heroes turned around to face the cosmic Web of Life and Destiny. The Great Web that shows them visions of every Spider-Man in every universe. And at the center is its protector. A mysterious being that looks human but doesn't wear clothes. Only a weird mask with spider-pincers and glowing red circles patterned in a 3x3 fashion that might be eyes. He also wears a white sheet covering his lower torso. And it would seem his legs are inserted a large mechanical, golden ball that sprout spider-legs that he uses to crawl on the Web to personally talk to the heroes.

"Who the hell…?" Noir remarks in shock as the heroes confront this godly entity.

"Who is this guy?!" Knuckles asks in surprise from meeting this guy.

"_Knuckles the Echidna. Mobiant Earth. Guardian of the Master Emerald and the last of the fabled Echidna Tribe." _The mysterious entity lists what he fully knows about each hero present before him. _"Peter Parker. Earth-90214. Reporter of the Daily Bugle. The Spider-Man. Jessica Drew. Mobiant Earth. Agent of SHIELD. Agent of SWORD. Agent of HYDRA. Spy. Super hero. Avenger. And Salem. Mobiant Earth. Sorceress. Master of the Grimm. Victim of the Gods. Survivor of the old humanity. Cursed human of immortality." _He reveals everything that he knows about them all, which really captured their interest.

"So…YOU put this all into motion? Who are you?" Salem asks the spider-god, glaring at the being that has had a hand shaping their destinies.

"_I am the Master Weaver. I spin the Web of Life and Destiny. Immortal caretaker of the Web of Fate." _The Master Weaver introduced himself to the heroes.

"And if we're picking up what you're putting down, the guy who lured us here." Jessica remarks.

"_Exactly right." _The Weaver responded, sounding like a mysterious entity. _"Come now. We haven't much time." _He told the heroes.

The heroes approach the deity with caution as they glance at the many different spiders from alternate realities on the Web. "These are…what? Doorways to other universes?" Noir asks him about the Great Web.

"_Doorways and more. The entirety of human existence is caught within this Web. He who weaves the Web commands the multiverse." _Weaver answered.

"To think there's a spider with that much power…You're one of the good guys, right?" Knuckles quipped.

"_I've been watching. I sent for the four of you." _The Weaver explains. _"Millennia ago, I was a slave to those sadists. The Inheritors. They enslaved me. Forced me to show them skeins that are yet to come. That knowledge has helped them gain dominion over all reality. I was later freed by three special totems who stopped them, but only briefly. When they returned, they had gained enough information of the Web to create their own devices to travel through its strands, similar to your Web-Watches. In a way, I am still their slave." _He explained his backstory.

"Why not use the Web to vanquish them? You _have _the power." Salem asked him to use the power of the Great Web to erase the Inheritors.

"_Alas, I am bounded by destiny, for that is not the true means to end their tyranny. My fate lies in the spiders, and the seven Chaos Emeralds." _Weaver answered.

"Why do the Inheritors want the Chaos Emeralds?" Knuckles asked him.

"_I cannot tell you much, but it involves the father of the Inheritors. Solus." _Weaver replied.

"The Inheritors have a FATHER?!" Knuckles remarks, horrified that the invincible hunters were born by someone far stronger than them.

"HAD a father." Salem corrects him.

"Huh?" Knuckles looks at her, looking very confused.

"I recall Morlun mentioning his father in the world of Ylisse and planned to use Grima to revive him when he was in possession of the Genesis Stone at the time, but that plan failed and we sealed the Inheritors in another dimension. Now they have returned and plan to use the Chaos Emeralds instead." Salem deduced the Inheritors' plan with the Chaos Emeralds.

"_You are correct, Salem." _The Master Weaver said. _"They want to use the emeralds to steal the Web, combining it with their power to resurrect Solus after he was killed and wiped from reality in that destined battle eons ago. Solus' strength knows no bound. It is godlike. The mightiest enemy that threatens our very existence. If he were to be revive, then all hope is lost." _He explained.

"Then let's hope Sonic's team collects the emeralds before they do. The Inheritors are crazy powerful as it is." Jessica said, not wanting to fight the father of the Inheritors.

"Is there anything else that we should know?" Salem asks the spider-god.

"_Yes." _The spider-deity uses his legs to weave two ancient scrolls made entirely from mystical webbing and hands them to Salem. _"This is the best that I can provide. The prophecies. Everything you need to know of The Other, The Bride, and the Scion. And something else…" _He told them.

"Do we want to know what that 'something else' is?" Noir joked.

"_The Inheritors wish to do MORE than kill all the spiders. Much more. But there's no time." _Master Weaver replies ominously.

"Cool." Jessica casually quipped.

"_Return to your Spider-Army. Tell them about The Other, The Bride and The Scion. And about their prodigal son…Turn the tide if you can." _Master Weaver tells them, placing the hope of the multiverse in their hands.

"You don't have to tell us twice." Jessica quips, as the group prepare to take a shortcut back to the safe zone by traveling through the Great Web itself.

"I wonder who is this 'prodigal son'?" Salem questioned.

"_NO!" _Suddenly, the Master Weaver smacks the heroes away from the Web with his robotic leg. _"YOU FOOLS! Not THAT way!" _He berated them.

"What the FUCK, man?!" Jessica cursed, tendering to her wound from the god.

"_Only the Inheritors may travel through the web." _Master Weaver replied.

"WHY?! They're not even here!" Knuckles retorted.

"_But they would know! They would know and they would punish!" _Weaver responds ominously.

"Okay, you unhinged robot-legged spider-god. We'll take the long way using our teleporter." Jessica activates her teleporter and opens their open portal through realities. "C'mon, let's get outta here and save the multiverse." She dryly says to her associates before they walk through the portal away from the Master Weaver.

"_Good luck, spiders. I pray for your success." _Master Weaver wish them the best of luck against the Inheritors, as they will surely need it for the coming darkness.

**BGM End**

* * *

**Volcano Valley Zone, Mobiant Earth**

**BGM-Sonic 3D Blast OST-Volcano Valley Zone Act 1 (Genesis)**

Meanwhile on Mobiant Earth, Sonic's team are walking inside the volcano called Volcano Valley Zone. Along the dead trees, they walk on a path between the fiery lava pools and being extra careful not to accidently fall into it while searching for the last Chaos Emerald, completely unaware just how important they are to the grand scheme of things.

"**Man, this place is hot. Good thing I activated the Varia feature in my suit's systems to protect myself from the heat." **Peni said.

"Good for you, while the rest of us is burning up like cooked turkey." The annoyed Spider-Ham quipped.

"How close are we to the emerald, Tails?" Miles asks the fox.

Tails checks his radar and sees they are approaching the Chaos Emerald. "We're close. Just keep walking in this direction." Tails replied.

While leading the group, Sonic stops on his tracks when he notices the yellow Chaos Emerald sitting idly on a small ledge not far from them. "There it is! The final emerald! Stick together, gang. Let's snag it and leave before Morlun shows up." He said to his team.

**BGM End**

"You mistake me for my brother? You're better off splitting up." A frightening, female voice surprises the heroes out of nowhere.

"Huh? Who said that?" Sonic remarks the mysterious voice, glancing at his surroundings.

**BGM-Marvel Ultimate Alliance 3 OST-The Black Order**

Suddenly, a portal pop up between the heroes and the final emerald as feral versions of the mercenary Silver Sable, the animalistic assassin Puma, and the hunter Kravinoff are viciously sic on the heroes. And emerging with the hounds is their leader, the vicious Verna. "…The _hunt _is over far too quickly. Also, it's so much better when you RUN!" She shouts, commanding her hounds to kill the heroes.

"Not now!" Sonic curse their luck getting involved with an Inheritor, as he and Miles dodge the razor-sharps claws of Kravinoff.

"Never seen this Inheritor before!" Miles remarks, spraying his webbing on the transformed hound.

"I am Verna of the Inheritors and I will feast on your bones and collect your Chaos Emeralds, as soon as I retrieve this one." Verna replies, kneeling down to grab the final emerald from the ledge.

Sonic dashes towards the vampire to stop her from taking the emerald. "As if I'll let you-AAAGH!" But Verna was surprisingly quick and ruthlessly bashes the hedgehog away with a swing of her arm, knocking him down next to the growling Puma. "Yow! Bad kitty!" Sonic quickly flips away from his claws.

"Is this Silver Sable?" Amy asks while helping with the fight against the Loomworld Silver Sable.

"Not the one we know. What did she DO to her?" Yang responds, shooting at the silver hound as it's about to pounce on her, forcing the huntress to quickly roll away so Ham and Amy could smack her together.

"We can't stay here! The Inheritor got the emerald! We need to escape!" Silk said, swinging away from the rabid Kravinoff.

"You will not escape from us this time, child!" Verna retorts, moving her arm to her mouth so she could speak through her communicator. "Bora! Brix! I have located The Bride! Capture her by any means necessary!" She ordered.

Silk swings on a webline until it was suddenly cleaved by a throwing knife, causing her to fall on the ground close to the lava. She hurriedly turns around and was horrified to see the Inheritor twins, Bora and Brix, arrive in this zone as well. "As you wish, sister. We will not let you get away this time." Brix sadistically grins at the spider-bride.

"Uh oh." Silk muttered in fear, as the twins make a mad dash towards her.

"Sonic Wind!" Suddenly, a powerful blue whirlwind entraps the twins as they smashed away by spin dashes from Sonic and Tails, saving Silk in the process.

"Silk! You gotta get outta here before they catch you! We'll hold them off as long as we can!" Sonic urgently tells her.

"Okay!" Silk agrees, quickly opening a portal using her teleporter to a random dimension.

"The Bride is getting away!" Brix remarked.

"Not for long!" Bora quickly opens a portal for the twins to pursue Silk through. It closes just before Sonic and Tails could stop them from going through.

"They got away!" Tails remarked.

Sonic angrily flaunts his clenched fist downward, "Shoot! Someone needs to-!" but was violently by Verna who suddenly appeared before the mobians and bashed them across the zone.

"You will not be going anywhere, rodent! Not as long as I live! And I have lived for over several millennia! Your life ends today." Verna proclaims, as she leads her hounds against the remaining heroes.

**BGM End**

* * *

**New York City, Earth-3145**

Meanwhile, Silk arrives at the end of the line which is Earth-3145, a world that was devastated by a nuclear war and left in a radioactive wasteland. "What is this place? Where'd I 'port to? Oh, god." Silk coughs badly from the radioactive air affecting her, forcing her on her knees. _'The air! It burns! Feel like I'm gonna throw up, or die, or both. Both is definitely an option.' _As she feels her lungs burning, her spider-sense warns her of Bora and Brix appearing from a portal to apprehend her. _'No! Not NOW!' _She thought.

"Ah! _There's _our slippery little bride." Brix sadistically says while walking out of the portal. "Feeling a bit under the weather are we?" He taunts the weakened totem.

'_Won't stand a chance against them like this…' _Silk thought, feeling so weak from the radiation that could barely stand.

Then, Bora glances around from the portal to notice something is off about this dimension. "No. Brix, WAIT!" She attempts to stop her brother from fully exiting the portal, but was a little too late.

"AAAAHHH!" Brix falls on his knees from the intense radioactive atmosphere, severely weakened from it.

"BROTHER!" Bora quickly reaches for her twin to drag him back to the portal before he dies. "Get…back here!"

"GAHH! What…was that?" A heavily weakened Brix asks.

"Exactly what it looked like. Earth-3145. Post-thermonuclear war." Bora said, dragging him through the portal as it closes, leaving Silk alone in this irradiated world.

'_This whole world's irradiated. It hurts like hell, but it looks like it hurts them a LOT more than it hurts me. Y'know what? I'll take it.' _Silk thought. To survive in this irradiated wasteland, she covers herself in webbing to trek through the ruins of this world's New York City. _'Can finally catch my breath. Sure, it's radioactive air that's killing me, but web insulation should help until I can figure out where to-.' _Right then and there, she recalls someplace that might help her survive in this dimension. _'Wait! I know EXACTLY where to go!' _She thought, moving through the city to find the one place she believes survived the apocalypse.

* * *

**Meanwhile at Volcano Valley Zone…**

**BGM-Sonic Unleashed OST-Boss Battle (Night)**

"These hounds are vicious!" Miles retorts, doing his darn best fighting off the ferocious hounds that are slowly overpowering them.

"And vampire lady is a 100 times that!" Sonic quips, while jumping away from the vicious Verna. The hedgehog attacks her with a fierce spin attack and tries to axe-kick her in the head, but the Inheritor easily blocks all of his pathetic attack as well as others that dared to attack her. She bashes them all away with a single swing of her arm, knocking Sonic onto a cliff where he almost trips and falls to the scorching lava. Staring at the lava, however, might've given the hedgehog an idea how to defeat Verna.

"The hunt's over before it barely began. What I wouldn't give for more formidable prey." Verna taunts the heroes.

"Not a challenge for ya, eh? C'mere. I'm barely warming up." Sonic cockily taunts the vampire.

"Why should I care? You're not a spider. You're just insignificant vermin." Verna insulted.

"Ya know, if I _purposely _mispronounce it, vermin might as well be Verna. Don't you agree?" The cocky Sonic asks with a deviously sly smile that ticks off the Inheritor.

"A blue speck like you DARE to insult an Inheritor of Reality?!" Verna ferociously rockets towards the hedgehog, aiming to grab his head and crush him for that insult. But Sonic is still slightly faster than her and jumps over her as she approached the cliff.

"I dare. And I dare YOU take a dive!" Sonic ruthlessly kicks her straight in the back, smashing her through the ledge and causing her to fall into the burning lava. "Tails, I could use a lift!" Sonic shouts, as he's falling down too while grabbing the Chaos Emerald that Verna accidently let go when she was kicked.

**BGM End**

Tails comes to his buddy's rescue and quickly grabs his hand, flying themselves both to safety as Verna sinks into the lava, effectively killing her. The mobians regroup with the rest of their friends, who barely managed to defeat the hounds and pin them down with thick webbing.

"This new leash should keep them down." Miles jokes, as he finishes webbing up the Sable hound.

"Good." Yang remarks.

"Did you kill that Inheritor?" Amy asks the blue hedgehog.

"I doubt it's for long. They're immortal. They'll just come back in a new body." Sonic replied.

"Assuming Blake's group haven't stopped their cloning experiments." Yang responded.

"We got four emeralds, but the Inheritors have the other three." Tails says, keeping tally of their emerald count.

"**What should we do now?" **Peni asks.

"We need to look for Silk, then head back to the safe zone." Sonic replied.

"I'll update Pete what we're doing." Miles presses on his portal-jumper to contact Peter through dimensions.

'_Miles, what's up?' _Peter answered.

"Pete, we managed to find four Chaos Emeralds, but the Inheritors have the rest. And Silk was forced to escape on her own when we ran into some Inheritors." Miles updated him on their current situation.

'_That's not good. Okay, new mission for you guys. I want Sonic, Tails, Amy, and Yang to find Silk and protect her.' _Peter gives his friends a new mission.

"What about me, Ham, and Peni? Want us to return to the safe zone?" Miles asked him.

'_Not yet. I have a special mission for you three. I need you three to round up more troops.' _Peter replied.

"Isn't that your job?" Miles responded.

'_I'm being held up on something on my end, and hopefully it'll be worth it. Right now, I want you three to go to as many worlds and bring us as many Spider-Men as you can to compensate for having four emeralds. I might ask one more Spidey to help you guys.' _Peter said, giving Miles a new mission.

"Alright. We're on it." Miles said, as he ends the call with Peter.

"Still can't believe Pete's in charge of an _entire _army. He hates being the leader." Yang quipped.

"Yet he's surprisingly good at it." Miles quips himself, opening a portal for the spiders and a portal for the non-spiders. "That portal should lead you guys to Silk. We'll meet up later." He said to his friends.

"Bye, guys. Take care of yourselves." Sonic waves goodbye to Miles' little group, as the spiders walks through their portal before it closes. Now the hedgehog leads his little gang towards the portal to Silk, "Now let's go find our silky spider-friend before she runs into any more trouble." He remarked.

**BGM-Spider-Man 3 (Game) OST-Morlun Tension (Part 3)**

But before those four walk through the portal into that radioactive wasteland, they were unintentionally saved by a vicious sneak attack to the back, completely knocking them out cold since they were a little exhausted from their fight with Verna. And it was her who knocked them out after reviving in a new body and returned to enact revenge upon them.

"You are the specks that stayed around for trouble." Verna remarks. "It was not nice dropping me into that fiery cesspool. I should kill you for that, but Morlun wants me to keep the friends of The Other alive as bait. Besides, you did a good job collecting the remaining Chaos Emeralds for us. Now father's resurrection is assured." The heartless Inheritor smiles, as she is now in possession of the remaining Chaos Emeralds and four of Peter's friends that will make their victory over the spiders assured, once Solus is revived from the dead.

**BGM End**

* * *

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Theme of Spider-Man**

**KFX Here: I probably made some retcons regarding the Master Weaver and what was detailed in previous stories, but, uh, I don't care. I also just recently learned that someone created a TV Tropes page for my entire United Heroes series. Don't know who did it, but if you're reading this, thanks. I wasn't expecting this series to get so popular it'll be on TV Tropes. **

**Hamm1999: I don't know who the heck Gordon Freeman is and I'm not as interested in Power Rangers as I used to, so no stories regarding those franchises. Besides, I kinda stated before I'm not crossing over with any more franchises that weren't already established.**

**Next time: The Scarlet Spiders and the Belladonna cat!**

**Question of the Chapter: What are your opinions on Silk as a character?**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	16. Act 2 Issue 8: Clone Mission (Part 1)

**BGM-Spider-Man: Web of Shadows OST-Main Menu**

**Salem: I'm Salem, the dark queen that rules the Grimm with her will. To learn more about the Inheritors, I journeyed to Earth-01 along with two other spiders and the echidna guardian. It was there we confronted the God of the Great Web that controls our destinies, the Master Weaver. He informed us the Inheritors plan to enslave the Web and resurrect their father, Solus, using the power of the seven Chaos Emeralds. If the Inheritors get their hands on them, then all Spider-Totems, including myself, will be wiped from existence. I will trust that Sonic the Hedgehog's group finds the emeralds first, or else all hope will be extinguished.**

**BGM End**

* * *

_Act 2 Issue 8: Clone Mission (Part 1)_

**Earth-802**

**BGM-Spider-Man 3 (Game) OST-Sewers #1**

"Oh, man. This place _stinks_." Ultimate Spider-Woman said as she sniffs the hallway that she found herself in.

"Chemicals. Rot. Decay. Just ONCE I'd like a bloodthirsty maniac to switch it up. Actually…Silvermane used to smell pretty good. Before he became a withered old head…" Ben Reilly quips, while walking through the hallway with his allies.

Upon realizing the Inheritors have access to cloning technology that makes them immortal, three clones of Peter Parker – Kaine, the Scarlet Spider of Mobiant Earth, Ben Reilly, the Spider-Man of his own dimension, and Jessica Drew, a female clone of Peter Parker and a member of the Ultimates - traveled to the dimension that the clones have originated from. The clones are accompanied by Kaine's girlfriend, Blake Belladonna – a faunus cat that has the power to create clones of herself – as they have no idea what was waiting for them on the other side.

Blake looks at Ben as they walk, interested to conversation with the other clone of Peter Parker that is currently dead in her universe. "Your name. It's Ben Reilly, right? I heard about you from Peter and Kaine." She said to the clone.

"Yup. Not the one from your universe obviously. I'm from Earth-94. I took up the mantle of Spider-Man after Peter lost his powers and lives a happy life with Mary Jane." Ben introduced himself to the faunus. "What about your Peter? Is he married yet? Kaine wouldn't tell me." He asks her.

"No. Don't know when that will ever happen." Blake replies.

"What about you and Kaine? You two definitely seem close." Ben teases, which annoys Kaine as the brooding clone growls on the ceiling he's crawling on.

"Definitely not. We're just dating." Blake said with a small smile.

"A spider and a cat dating? Is that a _constant_ in the multiverse because that always seem to be the case. You're not a cat thief by any chance?" Ben asks the huntress.

Blake looks a little hesitant to reveal her past to him as part of a terrorist organization that wants to subjugate humans so her kind to reign supreme. "I…_used _to be something like that. It's complicated." She replied.

"She was part of a cult." Kaine stoically answered, and doesn't care if Blake is giving him the evil eye.

"Oh? That kind of complicated." Ben quipped. "Eh, that's all in the past. No need to worry about it anymore." He said, brushing off Blake's past as no big deal and is just glad she's part of the good guys now.

"Was the Ben you knew always like this?" Blake asks her stoic boyfriend, as he crawls on the wall next to her to have a private conversation.

"This one is a little more optimistic, but yeah that's him. Ben was the original Scarlet Spider, and the better clone." Kaine replied.

"Don't say that. You've been doing a great job living up to his legacy." Blake said to cheer him up, wanting him to not constantly downplay himself compared to Reilly.

"If you say so. I was a jerk to Ben. Stalked him and tried to kill him like a certain hornheaded terrorist we love to hate." Kaine said.

"You're not Adam, Kaine. I can attest to that. Maybe use this as a once-in-a-lifetime opportunity to reconcile with your brother." Blake suggested, thinking this is the perfect chance for Kaine to makeup with his brother.

"If we survive this suicide mission." Kaine replied, reminding her to keep her guard up since they have secretly infiltrated the Inheritors' base, or at least one of the worlds they control with an iron fist.

**BGM End**

**BGM-Spider-Man 3 (Game) OST-The City #1**

Team Clone stops on their tracks when they 're blocked by a steel door, which might lead them outside this building so they could figure out what kind of hellish dimension they landed in. "Okay, team. If you guys have been through the kinds of things I have, and I assume you have since most of you ARE me in some incredibly weird way that makes my teeth itch, then you've seen some serious stuff in your time." Reilly rallies his team. "But we probably tracked one of these vicious freaks to their homeworld. So who knows what kind of miserable hellscape we're about to encounter?"

Ben looks back at the door and kicks it down and decides to be the first to walk out to learn where they are. What he sees next is what he didn't expect at all. "Oh. My. God." Ben is at a loss for words as he stares silently at a New York City under the complete control of the Inheritors. But it's not hell. It looks rather peaceful. Quite beautiful some would say with numerous blimps flying in the sky.

"Not the hellscape we were expecting..." Blake quips, but just as much in awe as Ben is over the city.

Jessica grabs the stunned Ben's arm and tells him, "We gotta get back inside!" as she doesn't want to run the risk getting caught.

"Whoa." Ben is still stunned from what he saw of the city as he's being dragged back inside the building. "It's beautiful out there! I didn't see even ONE Starbucks. What kind of villain homeworld _is _this?" He jokingly asks.

"Yeah, we saw. So we can't go out there like this." Jessica said. "The device the other Spider-Man gave us prevents those creatures from _sensing _us. But it doesn't make us invisible. We'll be noticed immediately if we go swinging around." She said to her allies.

Ben shamelessly rubs the back of his head, "Er, okay, what do you suggest? You don't have civilian clothes on under your suit, do you? Because…that's backwards." He joked.

"I think we're in some kind of hospital. I found these." Kaine returns after a brief absence, sticking to the wall to show his partners three smocks they could disguise themselves with.

The three other heroes sit down and undress so they could change to those smocks. "Good work, Kaine. Where's yours?" Ben asks his brother.

"I have a stealth suit that turns invisible. I don't need a smock. How do you think I got them in the first place?" Kaine replied.

"Invisible to natural light, or I.R. as well? Can it mask your pheromones?" Jessica asks if his suit is built like that.

"I don't know. It makes me invisible. People can't see me." Kaine responded.

"I think I know which suit you're talking about. If it's anything like the one I built in my world, that's a lucky thing for us to have." Ben says as he holds his smock. "This isn't one of those smocks that exposes the butt, is it? It is, isn't it?" He joked, looking worried.

"We'll avert our eyes." Blake quips, as everyone but Kaine is dressed with smocks.

"Let's go, Kaine, scout ahead and lead the way." Jessica orders him, as the team prepare to investigate the hospital.

**BGM End**

* * *

**The Hospital**

**BGM-Sonic Generations OST-Cutscene 3**

Inside a large hall of the hospital, Kaine uses his stealth suit to his advantage and crawls on the walls completely undetected by security cameras or anything else while his allies are carefully walking through the hallway. While walking, they notice numerous holographic screens of the Inheritor that rules this universe, Jennix, talking to his subjects inside the hospital.

'_Jennix sees you within the machine. There is nobility in your utility. There are elegant secrets in complexity. You are part of something complex.' _Jennix said to his subjects.

"Oh yeah, this is definitely one of their homeworlds. Know how I can tell? THIS guy's a TV star." Ben jokes, pointing at the projection.

As the trio walks ahead, the invisible Kaine did his scouting thing and whispers them something. "Group of people coming down the hall. Dressed like patients." He told them.

"Here we go. Be ready for anything." Jessica said.

The gang spots a group of patients walking pass them while wearing weird helmets on their heads. They didn't even seem to have noticed the heroes were standing right in front of them. They simply ignored them as if they weren't there. _'Jennix is not capricious. Jennix does not create in vain. Each of you has purpose.' _Jennix said.

The heroes notice something was off about those people as Kaine temporarily turns off his stealth mode. "They just shuffled by like zombies. It's like they didn't even NOTICE you." Kaine told them.

"And did you see? They were clones." Jessica noticed that group were a bunch of clones, somehow.

"Something's not right about this." Blake remarked.

"No way did we stumble right into their clone factory on our first try. Not even I'M that lucky." Ben pondered.

"I doubt it." Jessica walks over to a holographic computer to interact with for information. "Those weren't Inheritors. Too physically normal and WAY too placid. If this IS their homeworld - or one of them – then it would make sense they maintain order by genetically engineering a vast majority of the population. We're probably in a gross clone-hatchery for normal people." She theorized.

"Gross!" Reilly remarks in disgust.

"The good news is, I doubt we're going to run into any real trouble." Jessica said.

But that was clearly a jinx as Blake's ears suddenly twitch and Ben's spider-sense just tingle. "Uh…" Ben remarks.

**BGM End**

**BGM-Spider-Man 3 (Game) OST-Shared Tension (Part 2)**

"HEY!"

The heroes quickly face a scientist wearing glasses and a nametag with the last name of "MODELL" written on it, as he approaches the disguised heroes. "What are you three doing out of your groups? What roster are you?" The scientist asks them.

"Is that Max Modell? Is he a clone too?" Blake quietly remarks in shock upon seeing a clone of Peter's boss.

"Uh…Quick! What would a clone say?" Ben whispers to Jessica.

"You _are _a clone!" Jessica quietly quips.

"You know what I mean!" Ben quipped.

"Somebody call the s-MMPH!" Modell's mouth was suddenly webbed by Kaine, as he webs the clone stuck to the ceiling.

"There are heavily armored guards just a few halls away. We have to go. NOW." Kaine hurried them to start running.

"Kaine! Give us our costumes back!" Jessica tells him.

Ben objects, "But our cover-!"

"Already blown, and I am NOT fighting naked again. There's probably some J. Jonah Jameson clone here and I'll NEVER get those pictures off the internet." Jessica remarked.

Kaine drops the web bag that's holding his friends' costumes as they quickly change into more appropriate fighting gear. "Don't worry. As long as we keep this contained to this installation we should be fine." Ben says as he puts on his mask. Then a squadron of those heavily-armored flying guards show up outside the window and blows a hole in the building, confronting the heroes.

"Or not." Reilly quipped.

The heroes jump out of the window and start clashing with the guards as they fall. Reilly is graceful and reckless as a hart in the woods. Supremely confident and always on the move. He webs up a guard while bashing another one with his fist, dodging gunfire from another guard all while constantly making annoying jokes, "Why would a perfect scientific paradise full of docile clones need a heavily armored security force? You know why? Evil. That's why."

Kaine pops his stingers, moving like the bolts of rage that galvanize him, leaping from foe to foe, devastating one after another without spouting a word. Just snarls and savagery, but always pulling back at the last second, afraid of his own strength.

Jessica reads the battle like tea leaves, swirling through their eddies, reading a half-second into the future. She has neither brainless savagery or easy practiced intuition. She only strikes when she sees, as she spins webbing from her fingers to wrap up a guard while kicking the other one directly in the face.

Though Blake doesn't possess the skills of a spider, her faunus heritage and her training as a Huntress does put them on their level, fighting multiple guards yet maintain motion and energy without fatigue. She handles her Gambol Shroud with high level of skill, slashing away at opponents with startling speed and deflecting their bullets using her blade.

**BGM end**

All four heroes pound their foes to the same rooftop as they just finish wiping out the armored forces. Once they finished with the guards, they spot someone flying towards their direction and seem to recognize him. "Looks like we've drawn some attention." Jessica remarks, staring at the man approaching them.

"The GOOD kind for once! Looks like the cavalry's here!" Ben says as this world's Iron Man approaches the group in his Model 42 Armor.

Iron Man lands on the roof, greeting the heroes with a surprise, **"What in the Great Web is going here?!"**

"Huh. That's…That's a weird thing for Tony Stark to say." Reilly quips, as Stark would never say something like that.

"Tony, are you alright?" Blake asks the armored man.

Tony puts up his faceplate, showing the heroes his shocked face. "What kind of cat clone are you? And are these…spiders? HERE? Is this a test? Is Jennix watching us right now?" He asks them.

Reilly takes off his mask to talk to the confused genius, "It's not a test, Stark. It's complicated. We have to get to Jennix, and we could really use your he-."

"Wait!" Jessica tried to stop him from taking off his mask, but she was a little late for that as Iron Man fires a powerful unibeam from his chest at Reilly, completely knocking him out cold. "Saw THAT coming." She said, tending to the unconscious Reilly.

"Three spiders and a cat land right in my lap! Jennix is going to be very interested in this." Stark aims his palm at the two spiders, ready to blast them into oblivion. Blake stands in front of them with her blade out ready to defend her friends. Before Stark could fire, he was brutally punch in the face and knock unconscious by the invisible Kaine.

"Shouldn't have opened that faceplate." Kaine taunts the unconscious Stark.

"Good job, Kaine." Blake compliments him.

"Come on. We have to get out of the open." Jessica said, as she holds onto Ben and is ready to flee to a safe place.

* * *

**Jennix's Computer Room**

**BGM-Spider-Man 3 (Game) OST-Shared Tension (Part 1)**

Sitting on his chair in his highly advanced computer room is Jennix. The wise one of the Inheritors, the master of billions of souls and the ruler of this universe thanks to his cloning technology. He sits on his throne in deep thought about this war against the spiders. "There are _spiders_ moving between universe in unheard-of numbers. The Web is trembling. This could be the most exciting work I've done in a _century_." A creepy smile then forms on his muzzle as he says, "And a feast, of course. A feast such as we've never known."

**BGM End**

* * *

**Later…At a Safe Place**

"Ung…" A fully-recovered Ben wakes up on a table in a random room after being blasted by Iron Man earlier. He's surrounded by Blake, Kaine, and Jessica, with the latter two unmasked as everyone is staying underground away from any more guards.

"Okay, two questions. One: We're somewhere safe, right?" Ben asks his pals.

"Yes." Jessica replied.

"And two: I know I let my guard down. It wasn't smart. But with all this weirdness, I was caught off guard with how good it felt to see a friend. I haven't seen a familiar face in so long." Ben apologizes for letting his guard down against Iron Man. "Other than…well, you know what I mean. Anyway, that wasn't a question but it's tidier organizing my apologizes with numbers." He joked.

"We understand, Ben." Blake responded.

"Well, we have your 'friend' in the next room. While you were sleeping for the past _two hours_, I painstakingly took his armor off him." Jessica says, leading the group to the next room.

"Who taught you to do that?" Ben asks her.

"_My _Tony Stark." Jess answered.

"How many times were you electrocuted?" Ben asked.

"Just twice. But once some kind of gas hit me and made me puke." Jess remarks, shamelessly and a bit embarrassed.

"Not bad." Ben compliments her skills, even moreso when they confront the armorless Tony Stark tied up to a pillar.

"Nng…" Stark groans weakly.

"How did you girls get Kaine to wait for me before getting answers out of Tony?" Ben asked them.

"We asked nicely." Blake quips, smiling alongside Jessica.

"Hey, I'm not some animal!" Kaine angrily retorted.

Ben kneels before the clone of his friend to interrogate him for answers. "Do you know who I am?" Reilly asks him.

"You're spiders. You're all spiders, from different universes." Stark angrily responds.

"Actually, Blake's a cat and we're clones of spiders. _Clones_, just like your bosses. And we want to know where they grow their clone bodies." Ben interrogates him.

"There is only ONE boss on this world, and his name is Jennix." Tony replies with a sly look on his punchable face.

"Tony. What happened to you?" Ben asks sincerely, as this is definitely not the Tony Stark that he knows from his universe.

"What 'happened' to me? I'm the chief architect of _three _of Jennix's cities. My designs are the framework for half of his security systems. Jennix shares his GENIUS with me. THAT'S what's happened to me." Stark replies, looking a little angry.

"Forget it. This isn't the Tony Stark you knew. This is Jennix's own recipe, using a few familiar ingredients." Jessica said, telling him to stop. "We're in HIS world now. For all we know, it's entirely populated by clones he's specifically bred for their loyalty." She said.

"That's just sick. Wipe out all of humanity and replace them with clones? What kind of monster are we dealing with here?" Blake remarked.

"The absolute worst kind." Jessica answered.

"ENOUGH!" Kaine shouts. The angry clone pops his stingers right in front of Tony's face and threatens to kill him if he doesn't give them the answers they desperately need. "Where is Jennix's headquarters!? Where does he make the cloned bodies of his brothers and sisters?!" He angrily asks him.

"He's the greatest mind on the planet. Where do you THINK his headquarters would be? It's in the Baxter Building." Tony answers with a creepy smile on his face.

Kaine oddly sniffs Tony to tell if he's lying or not. "I don't smell a lie on him. And I would." He said, as it would seem Tony is telling the truth.

"Why would you just tell us that?" Jessica asks their hostage.

"Because you're three spiders and a cat and I'm delivering you right to him. I'll be rewarded for this. You don't think you're going to _win_?" Tony smugingly asks if they have a chance beating Jennix.

Ben puts on his mask and quips a confident remark, "Well, actually, Tony, I'm Spider-Man. So, yeah. I do."

The rest of the spiders put back on their masks and return to the other room to discuss their plan to infiltrate the Baxter Building. "Okay, team. So all we have to do is break into the most guarded, scientifically advanced building in the city and defeat the most DANGEROUS foes we've ever faced. And we need a plan for this in the next hour or two, before we're inevitably discovered here. And it really has to be a GOOD plan because I made a really cool boast to evil-Tony back there and I don't want to look dumb." Ben jokingly discuss with his allies.

"'Plans' really aren't my thing." Kaine remarks.

"I'm not too familiar with the Baxter Building to think of the best plan to infiltrate it." Blake remarks with no plan of her own either.

"Jess? How about you?" Ben asks the female clone.

"Yeah. I have a plan." Jess remarks with a plan of her own.

"Whoa. That fast? Wow. People from your universe must be smart." Ben quipped.

"It's obvious, really. The place is impregnable. We'd never be able to get in on our own." Jess says, walking towards the dismantled Iron Man Armor and picks up its helmet. "So we're going to need an escort." She said, hinting to her allies her plan to infiltrate the Baxter Building.

* * *

**Baxter Building**

**BGM-Spider-Man 3 (Game) OST-The City #1**

It took an hour to snap Ben into the armor, triple checking every step for booby traps. Jessica poured sweat. Ben joked the entire time. The heroes then arrive at the entrance into the Baxter Building, Jennix's headquarters. Impersonating Iron Man, Ben walks in Kaine, Jessica, and Blake into the building in civilian clothing and wearing restraints for their wrists.

"**I've got three clones here who aren't with the program. I'm bringing them to Jennix personally." **Ben said to the heavily-armored guards so they could let him through.

Gaining entry was only the first part of Jessica's plan. The easy part. The more important part was the diversion. With a grin, she snaps her restraints easily and then quickly does the same for Blake. Then the girls work together taking on the guards as Jessica frantically tries to put on her mask.

"They've broken free! Stop them!" A guard shouted, as Ben follows his role and pins Kaine to a pillar by his neck.

Jessica swings away from the guards while Blake flips through the air, using her Semblance to avoid getting shot. But one guard was able to fire a strong laser blast directly at both girls. The girls survived the blast, injured and with tears in their clothing, but still alive, as it's their job to buy Ben and Kaine all the time they need to infiltrate the building.

But before the clone brothers could walk any further, someone that sounds awfully familiar calls them out, "Hey! What the hell?! Hey, Iron Man, hold up for a second! That's Peter Parker! I'd know that face anywhere!"

The clone brothers turn around to face this world's Johnny Storm, who in this universe is Jennix's head of security. "What the hell is going on here?" Johnny asks the disguised Ben for some intriguing answers.

**BGM End**

* * *

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Theme of Spider-Man**

**KFX Here: If you read the "Scarlet Spiders" tie-in comic to Spider-Verse, that is what you're getting for the remainder of Act 2. Joined by Blake, the clones of Peter Parker are working together to stop the Inheritors' cloning experiments that makes them immortal.**

**XenoSlayer983: Actually, MetalJrock was one of the people that inspired me to write fanfiction. I enjoyed his "Web of Chaos: United Heroes/Worlds Collide", which inspired me to write **_**Fate of Two Worlds **_**and this series as a whole.**

**Next time: Deeper into Jennix's twisted realm!**

**Question of the Chapter: What is everyone's opinions on Ben Reilly, the other clone of Peter Parker and the original Scarlet Spider?**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	17. Act 2 Issue 9: Clone Mission (Part 2)

**BGM-Spider-Man: Web of Shadows OST-Main Menu**

**Scarlet Spider: My name is Kaine. I'm a clone of Spider-Man that goes by the name Scarlet Spider. Me and Blake are teaming up with other clones from different realities, Ben Reilly and Jessica Drew, when we realized the Inheritors' so-called immortality came from their cloning technology. We traced the signals of an Inheritor called Jennix to the source of the Inheritor clones, a dimension where everyone is a clone. The latest clone we encountered is Johnny Storm, head of security at the Baxter Building we're infiltrating.**

**BGM End**

* * *

_Act 2 Issue 9: Clone Mission (Part 2)_

**Baxter Building, Earth-802**

"Peter Parker! I can't believe it!" Chief of security, Johnny Storm, confronts the restrained Kaine, mistaking him for Peter Parker since he is his clone. Ben Reilly is still impersonating Iron Man as he watches Johnny rip off Kaine's shirt to reveal his costume behind it. "Jennix has you bring a spider in here and I don't even hear about it? My security team will catch the girls, but this one? He looks pretty hard-boiled. What horrible post-apocalyptic universe is he from?" Johnny asks the disgusted Ben.

"**Dunno. And if Jennix wanted you out of the loop, you'll have to take it up with him. I'm on my way there right now. I'll tell him you want to talk to him." **Ben replied.

"Jennix doesn't want me to know you grabbed up a spider, but you brought it through the front door? Tony, talk to me. Something isn't adding up here." Johnny says as he slowly looks through his ruse.

**BGM-Ultimate Spider-Man (Game) OST-Spidey Rhino Race**

Seeing their cover pretty much blown, Kaine jumps off his pants into his costume as he activates the stealth feature, turning invisible and disappearing from Johnny's sights. "Where did he go!? FLAME-!" Just as he flames on, the invisible spider kicks him straight to the face, knocking him away, "ONNNNN! HA!" Johnny stops himself and blasts Kaine with a stream of intense fire.

"ARG!" Kaine grunts, as that blast not only hurt but was enough to distort his suit for Johnny to partially see him in his invisible mode.

"I can see you coming now!" Johnny taunts him and gets ready to attack, but was suddenly punched by Iron Man.

"**You see THAT coming?" **Ben quips, smashing his iron fists together.

With Johnny is confused with Iron Man's betrayal, Kaine uses this chance to brutally smash him in the face right outta his fire mode, knocking the fireman out cold. **"So. You smashing up a guy's face when you're invisible? It's…pretty horrible." **Ben quipped.

"Maybe if you had BLASTED him it wouldn't have been necessary." Kaine retorted.

"**I'm…pretty unclear on how these weapon systems work, actually." **Ben said.

"Doesn't matter now. You have to take it off. I'm not going to kill him, and we can't drag him around with us. Eventually they'll find him. Guaranteed, Jennix has fail-safes on that suit. He'll probably make it fly you right to him, then he'll peel you out of it like a sardine." Kaine said, convincing his brother to take off the armor.

"**I know what this is. You just want to be the only one with a cool suit." **Ben quips as he starts taking off the armor piece by piece, and not fast enough as the security team arrive pointing their guns at them.

"FREEZE! Chief Storm's vitals went dark. What the HELL is going on here?" One guard asks.

"**Okay. I know this looks strange." **Ben quips, still wearing the helmet while taking off the leg pieces.

Kaine quickly turns invisible and attacks the guards swiftly and ruthlessly. "What the-?!" One guard stood stun as he can't see the spider.

"Let's get outta here!" Another guard said, as the remaining guards run away before they receive a brutal beating.

Kaine webs up the unconscious guards just as Ben takes off the last of the armor and returns to his costume. "Don't waste the webs. I think it's safe to say that our cover's blown." Ben said.

**BGM End**

The brothers hurry to a nearby elevator shaft to climb through. "Jessica and Blake was supposed to be the ones drawing attention, not us." Kaine remarked.

"They're doing their job. Jessica, Blake, are you girls doing your job?" Ben contacts the girls through their ear comms.

'_We do our job like it's our job. What are YOU two doing?' _Jessica responded.

"Kaine got angry and beat up a buncha guys. Now _we're _running interference for _you_." Ben quipped.

'_That's an understatement. They're calling off the entire search for us so they can find you now.' _Blake replied, looking at Jessica's mini holo-screen projecting from her wrist device.

Meanwhile, Ben pries open a door for the brothers to jump through and walk through a hallway. "Can you monitor the security system to help us out?" Ben asks the girls.

'_Looks like they're mustering on level three of E Wing. Is that where you are?' _Jess asks the brothers.

"Uh…we don't know where we are." Ben said unsurely.

"There's a skylight." Kaine said, looking at the skylight above their heads.

"YOU'RE supposed to tell us where we are!" Ben tells the girls.

'_How could we know where you are? We're using a terminal I took off one of Jennix's guards. If THEY don't know where you are, we don't know.' _Jessica replies.

"Can you tell us where Jennix keeps his clone bodies at least?" Ben asks for directions.

'_That's easy. Central shaft of the building is tiered lab space and draws the majority of the power. That'd be my first guess. There are entryways on every other floor, but we don't know how you'll get in. They already know I'm in the system and they're trying to shut me out. There's no way I open those doors.' _Jessica said.

"We'll figure it out." Ben replied confidently, as the brothers crawl on the skylight.

While upside down, they spot an unnamed scientist interacting with a terminal that leads to another room. The spiders descend from a webline, hanging upside down to casually greet and startle the scientist. "Got a favor to ask you, guy." Ben said jokingly.

"Use the code to open the door or I use your head." Kaine threatens the man.

**BGM-Spider-Man 3 (Game) OST-Sewers #1**

The scientist does what he's told and nervously inputs a code that'll give them access to the next room. "P-Please, you two don't know what you're getting into here." He said, worried for his life as they walk into the room.

"Well then, you can explain it to us." Kaine respond.

The group walks into a gigantically tall room that consist of thousands of clone bodies encased inside capsules for the Inheritors if one were to die. "Yeah…Start explaining some stuff _right now_, please." Ben says to the scientist, almost stun to see so many clone bodies in one room.

"Clones. How many are there?" Kaine asks, just as stunned as his brother to see so many clones.

"Gotta be a thousand." Ben guessed.

"That's close, yes." The scientist responded.

"And is this just Jennix? Or his siblings too?" Ben asks him.

"No. This is all of them. Each tier is for a different one." The scientist replies.

"We'll have to destroy the whole building." Kaine says, grimly suggesting that's the only way to destroy the clones.

"We can't do that. What about this guy and his friends?" Ben points to the scared scientist as he doesn't approve of innocent people caught in its destruction.

"Please don't kill me and my friends." The scientist shivers in fear of a possible death.

"It's no problem. We just have to figure out a way to bloodlessly dismantle a fortress designed by the greatest genius in the world." Ben quipped, having no idea how they're gonna accomplish that.

**BGM End**

* * *

**Jennix's Computer Room**

"Uh, excuse me, my king. But there's a problem only you can solve." A certain scientist wearing glasses, and a punchable face in Kaine's eyes, formally meets his lord, Jennix, in his computer room.

"Yes, Dr. Warren? What is it?" Jennix sighs as he answers his lackey, Miles Warren.

"Well…I guess there could be _two _problems, but it's maybe just one. Our security teams are being beat up and our security cameras aren't catching anything." Warren informs his master of their problems caused by the spiders.

"And why do you think that is?" Jennix asks his subordinate.

"Well…maybe because whoever broke in is invisible. Or is really fast." Warren replies, sheepishly playing with his fingers.

Jennix mockingly chuckles at his lackey, "Wonderful acumen as always, Dr. Warren. Tell me, do you know why I keep you around?" He asks him.

"For my acumen!" Warren replied.

"Close, but not quite. I keep you around because you were once the most brilliant mind on the planet." Jennix said.

"Oh, I don't think so, sire. I think I'd remember some of that." Warren responds.

"Oh, but sometimes you _do _remember, Miles. I've got business to attend to with the family right now. Let the invaders get into their fistfights with security. Let them _think _they can hurt me. If they make it all the way to the special projects, I'll have a talk with them _personally_." Jennix grins ominously, having his lackey walk out of his room.

* * *

**Back with the Parker Brothers…**

**BGM-Mega Man ZX Advent OST-Whisper of Relics**

Ben hops onto a pod that's holding a clone body of Morlun in stasis. He contacts the girls to give them an important update, "Jessica. Blake."

'_We're here.' _Blake responds, while she and Jessica are crawling through an air vent.

"These clones are just empty husks until Jennix and his siblings download their consciousness into them. But they're still being kept alive. Fresh. There's got to be a way to cut the power here so they just die on the vine." Ben tells them about the clone bodies.

'_We're looking into it. The main power cells are located on the east side of the building, but getting there will be difficult.' _Jessica says, looking at her portable terminal for directions.

"Like 'deadwood' difficult, or 'John from Cincinnati' difficult?" Ben quips while exploring the clone room.

'_I don't get the references so I'm just going to ignore most of the things you say.' _Jessica remarks.

"You need to get premium cable in your universe." Ben joked.

'_The problem is that they've locked me out of the system. We're on the move, trying to find a communication array. But until then, if you guys are picked up by surveillance, I can't control the countermeasures.' _Jessica warns the brothers.

"I'll take care of it." Kaine responds, planning to put down security his own way.

'_Just be careful, Kaine.' _Blake says, wishing him luck and hopes he doesn't do anything reckless.

**BGM End**

**BGM-Spider-Man Unlimited (Game) OST-Technological Lab**

Kaine turns invisible and sticks to a wall when he spots guards investigating a section of the room. "We've got a malfunctioning door here." A guard said to his squadron. The silent spider dispatches the guards, putting them down with brutal punches and swiftly avoiding bullets thanks to his invisible suit. "Invisible assailant! Request support! Copy?!" A guard remarks, before he and another guard was kicked down.

"GET OUR TURRETS ONLINE!" Another guard shouts at someone to activate the turret robot.

The turret bot spots Kaine with its hi-tech sensors and unleashes a storm of bullets that the invisible hero easily evades with his reflexes. The brutal clone grabs its gun and forcefully twist it around to itself, causing the robot to blow itself up. All the guards and the robot are defeated, but Kaine notices a room nearby that piqued his interest. And what he saw inside horrified him.

**BGM End**

Meanwhile, Ben stares at a clone body of an unconscious Bora while playfully tossing up two web balls from his hand. "Oh, hey, Bora. Gotta be the most hideous family portrait day since the Kravinoffs." He quipped.

Suddenly, Kaine appears upside down from a web next to his brother as he catches his web ball. "I need you." He tells him.

"_No way _you're done already. The power's still on in here." Ben remarked.

"The hallway is clear and the surveillance is out. You need to come with me. You need to SEE this." Kaine said, wanting to show him something extremely important. "And we're bringing him." He said, ripping off the webbing from the nervous scientist they used earlier.

**BGM-Spider-Man 3 (Game) OST-Dr. Connors**

"I don't understand. What do you need ME for?" The man asks as they walk down the hallway together.

"You're a scientist, aren't you? You work on the clones?" Kaine remarks.

"I'm just a technician. My job is to identify any possible mutations in the code." The technician replied.

Kaine touches his back, "Then by all means…" and pushes him into the secret room he discovered that contains several pods holding differently weird spider-creatures, "Identify what I'm looking at here." He says to the man, as Ben stunningly stares at a spider-creature in its pod.

"Th-These are Jennix's failures. The 'Special Projects' door has always been closed. I've heard rumors about this but I never thought it was real…" The technician answered the horrifying question.

The Scarlet Spiders stare at one pod with a disgusting, humanoid spider-creature that doesn't have flesh at all. Just spider-like eyes and fangs that would make anyone a little queasy. "Oh, god. I'm going to be sick." Ben leans on a wall, taking a quick breather from these disgusting failed experiments.

A red shadow of rage boils in Kaine's blood while staring at these failed experiments. These failed clones that reminded him of himself. The first 'son' of the Jackal. The failed clone of Peter Parker. The death self. The dark past that he fights against every single day of his painful life. "RAAAAAA!" Enraged, Kaine destroys the pod, causing the liquid to spill to the floor and disintegrating the spider-clone.

"STOP!" Ben puts his hand on Kaine's shoulder before he does something too rash. "Please. Seriously. You are making it so much worse." He said to him.

'_Yes.' _Suddenly, a smug projection of Jennix's face pops into the room to greet the spiders. _'Please. These are, after all, monuments to my failures. But failures can be as important as successes.' _He said.

"Sire!" The technician kneels to his lord and master.

Then, Jennix shows the spiders a full holo-screen of a version of Peter Parker being killed by Morlun, then another Peter being experimented on by Jennix to create these failed spiders, _'My insatiable, short-sighted siblings can never resist hunting and gorging on their quarry immediately. But it isn't until sentient beings learn to farm, to raise livestock, that they are truly civilized. Their bodies, yes. And their minds. But their essence – the essence we need to FEED – it eludes me. I was nearly resigned to stay uncivilized forever. But now, in my very own parlor. Two spiders. And, if I may hazard a guess…CLONED spiders. With so many secrets to tease out.' _He smiled, threatening to capture the brothers to perfect his cloning experiments on Spider-Totems.

"I'll admit to being something of a tease. But my friend here is _real _direct." Ben quips, as Kaine goes into stealth mode.

'_Oh, I see that. Incidentally, tell him I can see his invisible suit too. Susan Storm is in a tank around here somewhere. Invisibility holds no secrets.' _Jennix said tauntingly as he can easily see through Kaine's invisibility.

Since his invisibility is useless, Kaine unveils himself and shouts, "COWARD. Hiding in your hole. We'll tear your house down around your ears."

The scared technician is still kneeling on the purple liquid, shivering in such intense fear that he doesn't hear or feel someone walking towards his back, "Well. If that's how you're going to be about this. My faithful servant."

"Sire! I—ULK!" The technician's neck was suddenly twisted and snapped, killing him as he falls on the floor dead.

"Another disappointment. I'm certain you two will prove _much _more interesting." Jennix reveals himself to the Scarlet Spiders, confronting them as he is ready to beat their secrets outta their corpses.

**BGM End**

* * *

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Theme of Spider-Man**

**KFX Here: It's time for the finale of the second act of **_**Spider-Verse**_** as the Scarlet Spiders confront Jennix to a showdown that might cost them their lives. With the fates of the Spiders from across the multiverse in their hands, can Kaine, Jessica Drew, Ben Reilly, and Blake stop Jennix and his machinations of destruction?! One of the Scarlet Spiders will have to make the ultimate sacrifice!**

**Dakota Bruder: There's not gonna be a Mega Man version of Peter. If there is, he won't be important to the overall story and would get no focus.**

**Blood Spider: There is this thing called Google. You can use that.**

**Next time: Act 2 Finale! The ultimate sacrifice!**

**Question of the Chapter: What are people's honest thoughts on the Spider-Man: Clone Saga?**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	18. Act 2 Finale: Clone Mission (Part 3)

**BGM-Spider-Man: Web of Shadows OST-Main Menu**

**Scarlet Spider: My name is Kaine. I'm a clone of Spider-Man that goes by the name Scarlet Spider. What the hell have you been doing, Jennix? Not only you killed everyone in this dimension and replaced them with clones, you've also been trying to clone spiders for you and your family to feast on! You make me sick! Me and Reilly won't be captured for your twisted experiments! We're shutting you down, and wiping out this damn cloning facility off the face of the earth! **

**BGM End**

* * *

_Act 2 Finale: Clone Mission (Part 3)_

**Baxter Building, Earth-802**

**BGM-Spider-Man: Web of Shadows OST-Boss**

"So _you're _the creature that's killed a whole world and conducted the most personally horrifying experiments I've ever seen. Kinda expected you to be bigger." Ben Reilly quips, as the Scarlet Spiders stand together in the secret room confronting the invincible Jennix to a climatic showdown.

"Want to go good cop/bad cop on this one?" Ben jokingly asks his scarlet brother.

"I suppose that makes me bad cop since I don't hold back." Kaine says as he turns invisible.

"Well this is just embarrassing. I just told you I can SEE you." Jennix replies, easily seeing through his invisibility. But that was just a distraction for Ben to web his face, blinding him as Kaine reveals himself and leaps forward using his Semblance to ignite his fist as he delivers a vicious punch, smashing the vampire through the wall and through the central pillar in the central clone room. Kaine swings towards the seemingly weakened vampire and lunges at him, but Jennix recovers and brutally slaps him down.

"You DARE try to hurt me. The arrogance of that! I am Jennix, Inheritor of all REALITY! You are slime, crawled out of a vat!" Jennix boasted his arrogance. He then gets the feeling he's about to be attacked, but that was seconds before he was crushed by one of his failed spider-vats.

"How about we BOTH get to be bad cop?" Ben quips, swinging towards Kaine after throwing the vat at the Inheritor.

It took mere seconds for the annoyed Jennix to burst himself out of the wreckage. "ENOU-!" He shouts as he is interrupted by a jumping kick from Kaine, followed by a strong left hook from Ben that knocks him back.

Kaine continues on the brutal offensive alone for a moment as his rage starts to overwhelm him inside and out. With every punch thrown, he's reminded of those spiders Jennix failed to clone. The anger of being reminded as the failed clone of the Jackal. All that rage fuels the dark red aura radiating out of his body as he loses control over his own Semblance. Kaine's Semblance is unique among others because his body and soul was genetically enhanced with ISO-8 by the Jackal, granting several powers related to spiders in some weird way like fire fists, teleportation, stingers, and metal exoskeleton. But there is one ability of his Semblance that he absolutely loathes using because it reminds him of being a monster. The ability to transform into a monstrous Man-Spider form that is dubbed his "Tarantula Mode."

"NYAAAA_**RRRGH!" **_Kaine growls, as his stingers pop from his wrists and spines protrude from all over his body. His body and muscles expand, ripping tears in his suit as his fangs pop out of his mask.

"Kaine, don't-!" Ben pleads with his brother to stop before he loses control over himself and does something that he might regret.

"_**Don't WHAT?" **_Kaine retorts, midway in his Tarantula transformation while possessing some control over his monstrous self._** "I'm sorry, Ben, but there's only ONE way this can end. We aren't fighting Mysterio or some idiot in a goblin mask. We're fighting EXTINCTION!" **_He argued with his pacifist brother.

"You can't…" Jennix pleads for him to stop as he doesn't want to die.

"_**I WILL NOT BE SLAUGHTERED LIKE SOME ANIMAL!" **_Kaine shouts, ferociously stabbing his flaming stingers through Jennix, killing the Inheritor through his blind rage.

**BGM End**

Ben quickly grabs Kaine to stop him from moving after killing Jennix. "You killed him! You've gone too far!" He berates his brother.

Kaine pants as he calms himself down, regaining control of himself and powers down from his Tarantula form. "I…what have I done? My Semblance. I have to get control…" He said, internally berating himself for transforming into that horrible form.

"Oh, I think not." A hauntingly familiar voice gains the brothers' attention as another Jennix emerges from a clone vat, reviving himself through a cloned body.

**BGM-Ultimate Spider-Man (Game) OST-Spidey Rhino Race**

"That 'Semblance' of yours is _quite_ an anomaly. _Abnormally_ powerful through ISO-8, correct? You are even more impressive than I'd imagined." Jennix grins at Kaine, jumping out of the vat in front of the clones, confronting them to another round. "Your strength might rival even The Other. Imagine the spider-clones I can create through the Chaos Emeralds. This is going to be _fun_." And as the immortal scientist stands there like a sadistic dope, something extremely powerful blasts him into oblivion, completely disintegrating him into nothing.

**BGM End**

"Um…was that you?" Ben jokingly asks his brother. "Because if you can do something like THAT, those 'Semblance' powers are scarier than I thought." He joked.

**BGM-Ultimate Spider-Man (Game) OST-Spidey's Rhino Beatdown**

'_That was me, guys.' _Blake's voice is suddenly coming from the laser gun that annihilated Jennix.

"Blake?" Kaine remarked.

'_According to Jess, I just fired a high-yield, self-detonating, unstable plasma round. Can vaporize a four-by-four block of solid Adamantium.' _Blake explains, standing on a rooftop outside the building with Jessica as they control the weapon.

'_We got into the defensive grid here. Using his own toys against him. Pretty sweet, no?' _Jessica asked the brothers.

"Shut it down, girls." Ben tells them to disable the weapon.

'_Are you serious?'_ Jessica responded in shock.

'_This is the only weapon that can kill an Inheritor and you want us to shut it down?' _Blake retorted.

"YES! Shut it DOWN. Totally disable them if you can. If they get control of that back from you we're dead in seconds. And I can't believe I have to say this to you girls too, but we DON'T KILL ANYONE." Ben argued.

"Oh, don't worry. You haven't." Jennix smugingly remarks as he creepily emerges in a new body for another vicious round with the spiders.

'_He's got a point, Ben.' _Jessica quipped.

"Okay, we'll need to think of a new strategy." Ben says, as Jennix lunges at Kaine with frightening speed and slashes him down. Then he does the same to Ben, viciously tearing through his costume with his razor-sharp claws, "ARG! Every time we put him down, he comes back fresh and strong. We CAN'T keep this up. We need to find a way to trap him. The transfer between bodies has to have some kind of carrier signal. If we could stop it somehow, slow him down…" Ben says while dodging the terrifying strikes from Jennix.

'_Exactly. I think that's the system drawing all the power up here. It's definitely some huge receiver. I think I can—Uh-oh.' _Jessica remarked.

"What's 'uh-oh?' You don't get to say 'uh-oh.' Kaine and I are fighting an unkillable demon from outside of TIME. WE say 'uh-oh'?" Ben quips, as he and the transforming Kaine dodges a powerful strike that obliterates a hole through a walkway. "Is something on FIRE up there?" He asks the girls.

* * *

**With Jessica and Blake…**

**BGM-Spider-Man 3 (Game) OST-Sandman/Shriek Boss Theme**

"How'd you guess?" Blake casually quips to Ben, as she and Jessica are being confronted by the evil Human Torch on the rooftop.

"I'm the chief security officer here. You think you can hack into _my _system without me knowing?" Torch asks, hovering above the intruders as he scowls down at them.

The girls slyly smirk at the flaming officer. "Actually…kinda, yeah. 'Your' system, huh? How many times did you call Tony Stark at home before he just color-coded the buttons for you?" Jessica joked, enraging the fireman to throw powerful fireballs at the girls.

**BGM End**

* * *

**With the Scarlet Spiders…**

**BGM-Ultimate Spider-Man (Game) OST-Venom Throw Down**

Things are not looking good for the Parker brothers as they are getting brutally trounced by the invincible immortal vampire of the multiverse. Trapped in the den of an unstoppable enemy. Jennix continuously pummels on Kaine, smashing him onto the walkway. A battle-damaged Ben watches his brother viciously being choke to death. Jennix is not as strong as his brothers, Ben thinks. Not as used to fighting. But he has a cruel and bottomless rage. And he doesn't seem to be getting tired. Kaine has rage stroking him too, but he's just a man, and Ben can see him starting to wilt. Kaine's blows are coming slower than before. He's unsure of himself. His arms bristle with spines, then relax.

Ben fires a webline to Jennix's back while he was distracted pummeling Kaine and spins him in the air, throwing him through the equipment of the room. Jennix quickly recovers and savagely slashes his left arm, brutally dislocating it as Ben shouts in pain, "AAH!"

* * *

**Meanwhile with the girls…**

Jessica swings away from the fireballs that are thrown at her by the Human Torch as Blake runs up a tower and propels herself from her shadow to strike their foe down. She launches a blade beam from her sword, but Torch blasts through it with a powerful fire beam and knocks out the faunus from the sky.

Torch flies towards Jessica as the clone falls down the hole while secretly webbing her right arm. "Typical spider. Get threatened and dart back down your hole. I'm coming to burn you out, little girl." He taunts her, chasing her through the hole that leads him to get uppercutted by the spider.

"Follow a spider to her parlor. Tactically brilliant." Jessica quips, knocking him towards Blake as she uses her clones to deal follow-up slashes.

**BGM End**

* * *

**Meanwhile with the brothers…**

**BGM-Spider-Man 3 (Game) OST-Lizard Tension (Part 1)**

Ben is pretty much done with his fight against Jennix as he doesn't have much strength to continue fighting. Broken knuckles from hammering away. Vision swimming. And something popped in his chest with the last blow. He felt it go. Now every breath is like sucking flame. But Kaine is still on his feet, somehow, though Jennix continues to grind him down. _'Protect Kaine'_, Ben thinks. Kaine is the one Jennix is hungry for. He knows Kaine can hurt him, and he knows Kaine is terrified of cutting loose. But as much as Ben cuts loose, still Jennix won't fall.

Until suddenly, a defeated Human Torch crashes down in the middle of their violent brawl. Kaine is already down as Jennix holds Ben in a brutal chokehold as he looks up to see the teared and battered Jessica and Blake enter the scene. "What's this? Another one? And a faunus? And just when I was starting to feel bored." Jennix taunts the newcomers.

"The LAST guy that got fresh with us just got pushed down an elevator shaft, and he was made of living flame. What do you think you'll do to us, scarecrow?" Jessica quipped.

"I'll likely save you for dessert after my meal." Jennix says as he throws Ben at them, forcing Jess to catch him.

"I got him! Help Kaine!" Jessica says to Blake.

Blake nods and leaps in front of the unconscious Kaine with her sword out, willingly to do whatever it takes to protect her boyfriend from being devoured. "You're not touching him." Blake glares, threatening Jennix as he scoffs at her with a smile.

Meanwhile, Jessica tends to the brutalized Ben and asks if he's okay. "Ben, are you okay? You look like you've been through a blender." She asks him.

"Cuisinart." Ben weakly quips.

"What?"

"Cuisinart issa funnier word."

"Oh, man. I think you got brain trauma." Jessica remarked.

"That's what everybody thinks. I just gotta catch my breath." Ben quips, grunting painfully as he slowly stands on his feet. "Save Kaine. Go help Blake! She's not gonna last TWO SECONDS with that guy." He said, pointing to Blake helplessly getting trash into a broken pulp by Jennix's terrifying punches.

Ben can see she doesn't want to leave, but she knows who needs her more, and he's absurdly proud. Another hero with a spider on her chest, making the right call. Broken, concussed and woozy, he thinks, what's the right call now? He'd always done right in the past. It was Peter who'd get it wrong. Peter who lost Uncle Ben. Who lost Captain Stacy. Who lost Gwen. Who even lost his powers, and passed the mantle on to Ben. He gave Ben his life back on that day, and since then everything had gone right. He'd saved the city countless times. Saved the world. And after he'd saved Jonah Jameson's wife, Marla Jameson, from Alistair Smythe, he'd finally gotten the acceptance Peter never had. Ben Reilly had done the right things in his world and things always worked out. So what now? As hope hangs on a single, thin thread. Like a thread of a web…A Web.

"You know what's the most delicious thing about this?" Jennix taunts the girls while easily bashing their lives away. "Even if you'd somehow succeeded in destroying these clones, I own the whole planet. I have thousands of these facilities all over this world. You NEVER could have won." He brutally stomps on Blake's head while she's lying near unconsciously on the floor, while gripping his creepy hand on Jess' beaten hair. "Silly little girls. I'll eat you first, then the faunus, then the broken one. And lastly, I'll feed on that abnormal clone-."

**BGM End**

"JENNIX!"

Jennix turns around facing a determined Ben carrying the plasma weapon that Blake used to vaporize one of his clones. "Do you think you can threaten me with that, boy? Good, I need a fresh body. I think this one's chipped a nail." He joked.

"Actually, I was thinking about the Web. How it brought us HERE, to New York, the same place you have your headquarters. How the strongest strands always seem to pass through THIS city. I'm guessing that, even if you have facilities all over the world, THIS is the only one that actually receives the signal that carries you Inheritors back here for your new bodies. So I'm going to blow it up. Those _silly little girls _found it for us." Ben smiles after deducing the Baxter Building is the only building that houses the Inheritors clones.

The heroic spider swings to the rooftop where Blake and Jessica were controlling the plasma weapon, leaving an extremely terrified Jennix behind as he hurries to stop him. "No! NOOOOOOOO!" Jennix yelled.

Blake helps her boyfriend on his feet as he slowly regains consciousness. "W'happened?" Kaine weakly asks her.

"I think your brother's going to save the day." Blake replied.

* * *

**With Ben…**

**BGM-Marvel's Spider-Man (PS4) OST-** **Behind the Mask**

Ben stands alone as he's about to interact with the control tower as Jess contacts him, _'Ben! I deactivated those weapons, but I can walk you through the sequence on my terminal to rearm it.' _

"I don't think so, Jess. Looks like this all got fired." Ben says, noticing the control system is melted thanks to the Human Torch from earlier.

He then gets another idea. An extremely dangerous idea as he takes out rounds of the plasma weapon from the tower. "You guys said these rounds were 'unstable' though, right?" Ben asks the girls.

Jess responds, _'Yes. We can rig a quick and dirty timer-.'_

"Maybe…But Jennix is right behind me with a major mad-on. I had a more _immediate _solution in mind. We're not going to get another chance at this." Ben said calmly, sounding like he's preparing to sacrifice himself to stop Jennix and his plans.

'_Ben, you're not…'_ Blake is stunned to hear that her new friend plans to sacrifice himself.

'_Ben. Don't-!' _Jess remarked.

"Listen." Ben interrupts her as he calmly speaks to them. "I'm proud of you, Jess. You wear the spider well. You're tough-minded and a pro and as noble as Peter ever was. There's a lot of him in you, but there's even more of yourself. Don't forget that. Blake. We didn't know each other for long, but it was great working with you. Whatever cult you were a part of, don't let that define your future. Keep moving forward with a smile." He continues saying his goodbye to his new friends as Jennix found him on the roof. "Take care of Kaine, and tell him it's okay to crack a joke every once in a while. Tell him he's a good guy. And I know you girls don't believe this but the good guys always win."

With his goodbyes done, Ben shows the horrified Jennix the unstable plasma round that he has in his hand. "You DARE NOT!" Jennix remarks in shock.

"Hey, buddy. Glad you could make it. Wanna see what it feels like to lose?" Ben says his final words as he throws a round at the others piled together.

**BGM End**

And at the last second, with his last thought, Ben thinks: There's probably a way I can make it out of this one, too, as the Baxter Building explodes in a glorious fashion. Everything from the equipment to the clone rooms are consume in the humongous explosion that can be seen for miles, while Jennix is blasted off the roof yelling, "NOOOOOOOO!" in his defeat.

Meanwhile, the girls quickly carry Kaine by his shoulders, running as fast as they could away from the destruction of the Baxter Building. "They killed him." Kaine remarks stoically, as the remaining heroes escaped the explosion.

Jessica somberly says, "He sacrificed himself so the mission could succeed-." as both she and Blake mourn for Ben's heroic sacrifice.

"THEY KILLED HIM!" Kaine shouted angrily.

"He was noble and he SAVED us. I've lost friends before. You can't focus on the ugliness or it'll poison you." Jessica replies somberly, wanting her fellow clone to calm down.

"No big deal, right? Just one more dead clone mixed in with the rest!" Kaine retorts as he opens a portal to an unknown dimension.

"What're you doing?" Jess asks him.

"I'm going to Loomworld. I'm taking the fight to them!" Kaine said, not thinking straight as he's clearly enraged over Ben's sacrifice.

Jess grips his shoulder, preventing him from going further with this crazy plan of his. "Don't be insane! Just ONE of them trashed all four of us. And HE was the nerdy one! We have to go join-."

"NO!" Kaine turns away as he partially transforms into Tarantula, forcing her to let go. "I want to END this! _**I want to FINISH THEM!" **_He declares monstrously.

Just before Kaine could step into the portal, someone stops him by grabbing his right hand. He snarls as he turns his head to Blake, who stares at him with a sad, worried look on her face. "Kaine…please." She sincerely tells him to stop.

Suddenly, Kaine snaps out of his anger as turns back to normal and falls to his knees looking devastated. "I…I wanted to apologize. I failed him again…" He said, harshly fighting back his tears by punching the ground after failing to reconcile with his brother.

Blake kneels down to hug him, "You didn't fail anyone. Ben was proud of you. We all are. Thanks to you, the Inheritors aren't immortal anymore. You GAVE us a fighting chance. But we NEED to stick together. It's the only way we can beat them. We'll avenge Ben. I won't leave your side until it is done. I promise." She promised him sincerely.

Kaine calms down enough to return the hug as the couple embrace each other. "Okay…" Kaine replied somberly as his portal to Loomworld closes.

"Good. Let's reunite with Peter and the others and tell them we destroyed their cloning factory." Blake says as the two stand together next to Jessica.

"So be it…But know this, Blake, those bastards ARE going to die! You have my word!" Kaine promises her that he'll kill the Inheritors now that they are vulnerable.

Blake and Jessica thought Ben Reilly as a silly person. Overconfident and naïve. Untouched by failure, and so wrong about a lot of things. But maybe he was right today as they stare at his tattered mask hanging on a broken pile of debris. Today the good guys won.

* * *

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Theme of Spider-Man**

**KFX Here: And that's it for Act 2. Ben Reilly sacrificed himself to stop the Inheritors' clones, so now when they die, they stay dead forever. Things are looking up for the heroes, but they remain aloof that the Inheritors have gathered all seven Chaos Emeralds. How will events play out in the final act of **_**Spider-Verse**_**? It's a short one, but I promise it'll be quite the doozy. I'm also thinking of **_**Spider-Verse **_**being the last story under the "United Heroes Adventures" name and do another sequel series. I'll continue thinking about it once this story is over.**

**Next time: The beginning of the end. The powers of a god unleashed!**

**Question of the Chapter: What are your overall thoughts on Act 2 of **_**Spider-Verse**_**? Things that you like? Things that you didn't like? What are you looking forward in Act 3?**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	19. Act 3 Issue 1: Higher Ground

**BGM-Spider-Man: Web of Shadows OST-Main Menu**

**Scarlet Spider: My name is Kaine. I'm a clone of Spider-Man that goes by the name Scarlet Spider. We managed to destroy Jennix's cloning facility, but only through the sacrifice of Ben Reilly. Those bastards. I'll kill them for that. And without any new clone bodies, they'll stay dead. We have a fighting chance. We gotta take this before the Inheritors grow stronger through other means.**

**BGM End**

* * *

_Act 3 Issue 1: Higher Ground_

**Earth-13989**

**BGM-Mega Man X8 OST-VS Sigma Demo**

"GHRRRRRGH!" Karn growls as dashes for the kill towards the Spider-Totem of this dimension, a large spider-powered werewolf that goes by the name Spider-Wolf. After a heated battle that's burning the castle walls surrounding them, Karn kicks the werewolf down and stomps on his chest, piercing through it with his spear and killing the were-spider.

"_**AWROOooo…" **_Spider-Wolf howls his dying breath and lies on the floor dead.

"Are you watching, brothers? Can you see my latest kill? The Great Spider-Wolf of the Lycansphere!" Karn asks if his siblings are watching him, plucking his spear out of the dead werewolf and thrusting it victoriously to the air. "Is this tribute enough, Brother Morlun?! Is my hunt at long last OVER?! May I finally come HOME?!" He shouts to the heavens, wanting his family to take him back.

* * *

**Great Hall, Loomworld**

Morlun hears his exiled brother loud and clear, watching his efforts through a mystical window projected from his teleporter connected to the Great Web. "Go to another world, brother. One more _challenging _this time." Morlun said, as he watches Karn enter a portal to a more challenging world.

He hears his elder brother, Daemos, walking into the hall with a taunting smile on his face. "That fool Karn will have to journey far and wide if he's to earn a seat again at the table. And what of you, Morlun? Got tired collecting those Chaos Emeralds?" He mocks his brother.

Morlun gives his brother an annoyed glare as he summons the three Chaos Emeralds he collected from Mobiant Earth. "I've collected three of the emeralds. I've sent Verna to collect the remaining from the blue hedgehog's little group. And if possible, capture them as bait." He said to his brother.

"I cannot _wait_ for father's resurrection. With these emeralds, we can bring him back to life." Daemos smiles as it's only a matter of time until their father, Solus, returns to the living.

"And capture the Master Weaver to prevent…the prophecy." Morlun said ominously.

"Tch. I hate being reminded of that damn prophecy." Daemos grunts in annoyance.

"Three players have appeared on the board. Three pieces that could end our reign over reality itself. The Other, The Bride, and The Scion. And I know where they all are." Morlun said, summarizing the prophecy that could end the Inheritors' tyranny over the multiverse.

"But one lies in their refuge. Out of our reach thanks to that cosmic spider." Daemos snarls, as the Cosmic Spider-Man can easily kill the Inheritors without any effort.

"_Nothing _is outside of our reach." Morlun rebutted. "We have three of the emeralds. We've played with these totems long enough. It's time to crush their last hope." He sinisterly declares an all-out attack at the Spider-Army.

**BGM End**

* * *

**The Safe Zone, Earth-13**

**BGM-Sonic Rush OST-The Ordinary Zone**

During the time Peter and his chosen teams went on separate missions to stop the Inheritors' plans, the remaining spiders stayed in the refuge with Spider-UK left in charge. The spiders kept themselves busy training with each other, discussing battle tactics, or having fun talking to each other. As time passes, Ruby and her counterpart, Spider-Rose, make funny faces and weird noises to entertain Benjy, Mayday's baby brother. The cute baby laughs at their faces, especially since they share the same face.

"What's with all the laughing?" The unmasked Spiderhog asks as he approaches the girls.

"We're entertaining Benjy." Ruby replied with a smile. "C'mon, Sonic, you give it a try. Or do I call you Spiderhog?" She asks the spider-counterpart of her hedgehog friend.

"Either or is fine." Spiderhog smiles as he faces the baby in Mayday's arms. "Alright. What kind of face would you like?" He asks the baby with a straight face. Benjy points and laughs at the hedgehog before he even makes a funny face. "Hey. Let's hold on the laughter before I make one." The hedgehog said with an annoyed face that got the girls laughing.

Mayday smiles at her three friends, "Thanks for cheering us up, guys. It's been pretty rough for us these past few days." She frowns as she still mourns for the death of her family.

"Don't mention it, May. We understand what it's like losing family. I lost my mother when I was a baby. Was pretty torn up about it." Ruby said sincerely, sympathizing with the teenage spider-girl.

"Me too." Spider-Rose frowns since she and Ruby have similar backstories. "Things been pretty rough for me lately. I was unable to save Beacon when it got invaded by Grimm and the White Fang and failed to save Pyrrha." She said, briefing her friends on her backstory.

"Huh? Pyrrha's dead in your universe?" Ruby remarks in shock as that never happened in her world.

"Was killed by a woman named Cinder. After Beacon was destroyed, my team went our separate ways. I almost wanted to give up the hero life, but the world needed me. Eventually, my team got back together when Salem became a problem, so you can imagine I was terribly surprised when I have to work with YOUR Salem. And from what I heard, she's worse in your universe." Spider-Rose said to her counterpart as she's a little distrustful working with Salem.

"She's definitely dangerous, and not someone you should ever underestimate. Yet Peter seems to trust her finding the Weaver." Ruby remarks with a serious expression on her face.

Spiderhog shrugs saying, "Eh, I know what that's like. Your classic superhero/villain team-up. Did it a lot with Dr. Eggman, and he can threaten whole planets at a time. The Inheritors are threatening the entire _multiverse_. We need all the help we can get even if we don't trust some of them." He said, understanding Peter's partnership with Salem.

"I'll _kill _Daemos and his family before they kill anyone else." Mayday scowls as she's still intent on getting revenge for the death of her family.

"Chill, May. We're still heroes at the end of the day. We don't kill. And what's the point since the Inheritors are apparently 'immortal' with their clones." Spiderhog told her.

"Speaking of, what's taking those guys so long collecting the emeralds and destroying the clones? You'd think they'd be done by now." Mayday asks, wondering about the away teams' current status.

"Not sure. I have been getting a little worried myself. Maybe we should call them." Ruby suggested.

**BGM End**

Suddenly, Spider-Rose, Spiderhog, and Mayday sense something mysterious. All the spiders in the refuge sensed an extremely powerful presence that immediately got their guard up as this mysterious force enters their domain. "What's wrong?" Ruby asks as the only non-spider without a Spider-Sense.

"Do you feel that?" Mayday asks her fellow spiders.

"Yeah. Big time." Spiderhog responds with a serious tone.

All the spiders have their masks on as Cosmic Spidey descends next to Mayday. "Spider-Sense. We all feel it, May. Even your brother." He said, as Benjy is crying over the ominous presence coming to them.

"Mine's never gone off this way before…" Spider-Rose remarks worriedly.

"This is some bad mojo." Spider-Punk stated.

**BGM-Spider-Man 3 (Game) OST-Boss Fight**

A dark portal opens in Central Park where the spiders are hiding, and emerges comes the strongest of the Inheritors, Morlun and Daemos, invading their refuge. "Interesting. So this is where they've been gathering." Daemos grinned maliciously.

"No, brother. This is where they've been _cowering_." Morlun smiles mockingly at the spiders.

"Inheritors! Never thought they'd DARE come here!" Cosmic Spidey says as he flies into the air confronting the invaders.

"By all accounts, that's Daemos. And Morlun." Superior Spider-Man recognized the two Inheritors.

"Daemos is mine!" Mayday declared, wanting to kill Daemos this time.

"No, May! Protect your brother! Everyone, be careful. We got TWO Inheritors to take on!" Ruby replies, as the Rubies equip themselves with their respective Crescent Roses.

"Two or a thousand. Doesn't matter. Not against me." Cosmic Spidey states as he mentally puts on his mask with his cosmic powers, ready to defeat the Inheritors alone.

"We admit you Inheritors are strong, but it was pretty dumb coming here when we have a GOD on our side." Spiderhog taunts the vampires as he's confident Cosmic Spidey could kill them easily.

"We've battled gods before. They are gone. We remain." Morlun boldly boasted his family's strength. "Let us feast, brother. Kill as many as we can." He said, as the invincible brothers are ready to kill the Spider-Army.

Moving at speeds that might rival Sonic's, Morlun kills Captain Spider by biting on his neck. "Captain Spider!" Betty Brant's Spider-Girl shouted after witnessing his quick death.

"That was too damn fast!" Spider-Punk remarked.

"Faster than our spider-senses!" Superior stated.

The next victim was Spider-Monkey as his life essence is quickly devoured by Daemos. "MONKEY!" Spiderhog remarks to his death.

"ENOUGH!" Cosmic Spidey yells angrily after witnessing his comrades' quick deaths. "Everyone get clear of them! I have this! You were foolish to come here. This is MY world. Where I possess cosmic powers you can't even begin to comprehend!" The cosmic hero energizes his hands with incredible amounts of cosmic energy and unleashes a hellstorm of cosmic energy blasts down on Daemos, eradicating him off the face of this dimension.

"ARHHH!" Daemos painfully yells as he dies from the cosmic attack.

"You and your family came a very long way just to die." Cosmic Spidey mocks Morlun.

"How little you understand US, little totem. Death holds NO sway over us." Morlun claims, as a revived Daemos emerges from another portal after transferring his consciousness into another clone body at Jennix's lab. "We conquered mortality ages ago, and now we live the life eternal." He stated.

"Coming to our safe zone will be your undoing, Morlun." Cosmic Spidey threatens him.

"Spiders. So many of you believe yourselves funny. 'Safe zone'." Morlun scoffs at the thought, as he makes a mighty leap towards the cosmic totem. "There is no such thing. Not from us!" He states as he furiously tackles Cosmic Spider-Man to the ground, slamming him into a colossal crater that was formed from the impact, shattering the ground as it erupts into giant pieces that threatens to destroy Central Park.

"Whoa! Waaaaaah!" Ruby cries out, flailing her arms while frantically trying to keep her balance from the massive earthquake caused by their destructive battle.

Spider-UK urgently contacts Peter with his communicator. "Parker! It's Spider-UK, mate! Come in!" He shouts, hoping to get a response in time.

'_Cheerio. Pip-pip. What's up?' _Peter jokingly answers his call.

"Get back here! NOW!" Spider-UK yells.

'_In a sec. Picking up some reinforce-.'_

"No! Whatever you're doing, DROP IT! We need ALL HANDS!"

'_What's going on?'_

"End of the flippin' world!" Spider-UK yelled.

In the epicenter of the massive showdown, Morlun is throwing his strongest attacks ever at Cosmic Spidey, who is doing the same against the Inheritor. And yet, even with immense cosmic power by his side, Cosmic Spidey is close to being push to the defensive. "This is impossible! I'm the most powerful thing in the universe!" He stated.

"THIS universe, totem! I am Morlun! Heir to the throne of those who have inherited the MULTIVERSE! Inherited THREE Chaos Emeralds! We loom over ALL realities!" Morlun boasts, revealing he is using the Chaos Emeralds he has collected to increase his already insane strength to Cosmic Spidey's level, and perhaps beyond.

"That CHEAT! He's using the Chaos Emeralds to power himself up!" Spiderhog scowls, snarling as he watches the fight from the sidelines.

"And that's with only three…" Spider-Rose says, amazed and worried.

"Fuck me! That…That's…" Spider-Punk remarked.

"Impressive." Superior comments, admittedly impress with Morlun's strength and cunning.

Though Morlun is putting up a fight, Cosmic Spidey is still confident he could beat him. The cosmic totem puts his hands together in front of them as he charges a powerful cosmic energy sphere in his hands while stating to the Inheritor, "Whatever you are, you and those emeralds are no match for the ENIGMA FORCE!"

"Your precious primal force of creation? You poor fool!" Morlun ruthlessly grabs his face before he finishes his attack. "That is PURE LIFEFORCE! The power that my siblings FEASTS ON. And while it may be too much for any of them to handle, I have the Chaos Emeralds, so my hunger KNOWS NO LIMIT!" He states as he viciously devours the life energy out of Captain Universe. All of his cosmic energy, sucked away from his body and leaving him as a dead, lifeless husk down on his knees.

**BGM End**

**BGM-Spider-Man 3 (Game) OST-Black Suit Theme #1**

"No. I had ultimate power. Ultimate respon…" Captain Universe quietly spoke his last words as the strongest Spider-Men lie lifelessly on the ground.

"Now you all know. It's over. There is no safe ground. Anywhere." Morlun grins wickedly as both his body and eyes glow with the energies from the three Chaos Emeralds and the cosmic energy he devoured from Captain Universe, undoubtedly turning Morlun into the strongest being in this entire universe.

"Brother, it's time we claimed our prize." Morlun said to his brother.

The remaining spiders and Ruby have the right reaction. They are unanimously petrified after witnessing a spider that had the power to destroy an entire universe die by Morlun's hands. They stand together, utterly powerless to lift a finger.

"That…did not just happen." Ruby remarked, stun with fear.

"Guys? This can't be it. What do we do? Where do we go?" Mayday asks the other spiders.

"I…I don't know." Spider-UK responded hopelessly.

Distracted by the death of Captain Universe, Mayday was knocked aside by an approaching Daemos. "Enough, orphan. Hand it over." He said, as she and her brother falls down.

"WAHHH!" Benjy cries as Daemos grabs him.

"Yes. There you are. To think it was this child all along. Morlun, I have it." Daemos lifts the baby to the air by its tiny leg as he shouts, "THE SCION IS OURS!" He said, declaring Benjy to be the receptacle of The Scion while Mayday looks on in horror.

"No. No. No. No. Oh, god, please, no! BENJY!" May reacted.

**BGM End**

* * *

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Theme of Spider-Man**

**KFX Here: Remember everyone, the powers of Captain Universe ONLY work in their home dimension, so Morlun won't be this OP after this chapter. Nonetheless, the final act to **_**Spider-Verse **_**begins with the death of Cosmic Spider-Man and the reveal that Benjy Parker is The Scion. **

**Note: This chapter takes place during the "Mission" chapters.**

**D.N. Works: If you paid attention, it's been stated multiple times the Inheritors want to Chaos Emeralds to revive their father and capture the Master Weaver. And are useful when fighting cosmic-level opponents like Captain Universe in this chapter, otherwise they'd be dead.**

**Next time: On the run!**

**Question of the Chapter: What are your opinions on the Inheritors?**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	20. Act 3 Issue 2: Anywhere but Here

**BGM-Spider-Man: Web of Shadows OST-Main Menu**

**Amazing Spider-Man: Look out! It's your friendly neighborhood Spider-Man! So while me and other spiders were out on different missions, the safe zone went to hell when Morlun and Daemos invaded the place. Even the cosmic-me didn't stand a chance because Morlun used some Chaos Emeralds to overpower him and feast on his life-energy. I have to get back there now, before everyone gets killed!**

**BGM End**

* * *

_Act 3 Issue 2: Anywhere But Here_

**The (former) Safe Zone, Earth-13**

**BGM-Spider-Man: Web of Shadows OST-Symbiote Boss**

"That did not just happen! Tell me that did NOT just happen!" Ruby reacts in shock, fearing for her life as well as for the remaining spiders after Morlun killed Captain Universe and drained his cosmic lifeforce.

"Holy SHIT!" Spider-Punk cursed. "He just killed the Captain Universe guy! We are SO SCREWED!" He said, believing the Spider-Totems stand no chance against someone who killed a god before their eyes.

"Shut up! It might have weakened him!" Superior believes otherwise. "He's their leader, and this might be our ONLY chance at him!" He said, wanting to use this chance to kill Morlun.

"But my brother!" Mayday protests, reminding him that her baby brother, Benjy, is in Daemos' murderous hands.

"Daemos, you have him? The baby totem?" Morlun asks his brother while his eyes glow and his body radiates cosmic energy thanks to Captain Universe's energy flowing through him.

"Yes, brother. The Scion. The last to manifest itself in ANY reality." Daemos answered, having reclaimed The Scion in his hands while stepping on Captain Spider's corpse.

"Forget the child! All of you, converge on him NOW!" Superior commands his spiders to charge at Morlun.

"What have we gotten ourselves into?!" Spider-Rose mutters as she joins the assault with her Crescent Rose.

"HA! You think me weakened?" Morlun mocks them for thinking him weakened as he kills the Prince of Arachne with a single punch through his gut. "I've consumed the greatest lifeforce of this dimension! I never felt more ALIVE!" He states as he easily kills Arachnosaurus.

While his brother easily holds his own against the spiders, Daemos uses this as his opportunity to return home with the baby. "You better not kill all of them until I get back. I'm still famished." He opens a portal back to Loomworld, which quickly caught Mayday and Ruby's attention as he's about to escape with Benjy.

"NO! YOU CAN'T GO!" May yells as the girls pursue him. May angrily shouts, "I WON'T LET YOU! Not with-!"

"Child, I fail to see how you could possibly stop me when you couldn't save your parents." Daemos mocks her as he punches the girls away and goes through the portal with the crying Benjy, much to May's horror.

"Benjy?! NOOO!" May exclaimed.

Meanwhile, the spiders are quickly losing the battle with the cosmically-enhanced Morlun as Spider-UK contacts Peter for immediate assistance. "PARKER, come in. We need you! We LOST the safe zone! And we're getting SLAUGHTERED over here!" He told him.

'_The girls and I are 'porting in now. We had to make some stops first.' _Peter replied.

"'Stops'?! Where the bloody hell have you been?!" Spider-UK asked.

**BGM End**

Suddenly, Peter, Gwen, and Anya finally returned to the safe zone through the portal with two new Spider-Men: the small, Japanese black-and-white Spider-Man J from Earth-7041 and Mangaverse Spider-Man from Earth-2301.

"Would you believe Japan?" Anya quips to UK.

"Like, three different Japans." Gwen quipped.

"Ko ni chi wa." Spider-Man J said, speaking in Japanese.

UK asks Peter, "What?! Why would you-?"

"Got a STRONG reading on a Spider-Totem…" Peter thrust his teleporter to sky to enlarge the portal to massive proportions for a very good reason, "And, as a friend of mine would say, we hit the JACKPOT! Everybody, say 'hi' to Takuya Yamashiro, the Spider-Man of Earth-51778. Oh, and did I mention…he has a GIANT ROBOT!"

**BGM-Ultimate Spider-Man (Game) OST-Spidey's Rhino Beatdown**

Suddenly, a massive arm punches through the portal as a gigantic robot flies into the battle zone as its pilot shouts, **"LEOPARDON!"**

"COOOOOOL!" The Rubies exclaims in pure joy, ecstatically geeking out to see a giant Japanese robot is one of their newest allies.

"What manner of creature ARE you?!" Morlun glares angrily at the giant robot.

"**I am the emissary of hell! And I shall fight this great evil for the fate of ALL SPIDERS!" **Takuya Yamashiro, the Japanese Spider-Man of his universe, confronts the villain while speaking in his native tongue that most of them couldn't understand.

"How's THAT for reinforcements?" Peter quips to the british spider.

"No complaints here, mate." UK replies, as all the spiders run away from Leopardon as it flies towards Morlun with his fists thrusted out.

"You think the size of your mechanized man intimidates me? I am full to bursting with new energies untold." Morlun charges his left fist with cosmic energy. "And If I must, I shall spend all of it to lay you low." He threatens as he fires a powerful blast at the colossal mech.

Yamashiro struggles against the immense cosmic power blasting his robot as he's not sure how much it could take. **"Such power! Leopardon! Summon Sword Vigor-!" **He said, preparing to use his ultimate weapon against the hunter, as if Morlun would allow him.

"Enough of your toys." Morlun leaps towards the robot and effortlessly rips its arm off before it can counter attack. "Time, I think, to punish the driver within." He declares.

"We can't STAND here. We have to do something!" India Spider-Man said, wanting to help their newest ally.

"I AM doing something. I'm crapping my pants." Spider-Punk quipped.

"He's buying us time." UK said. "We have to pull back-."

"No." Mayday interrupts him. "Morlun knows where they've taken my brother. We have to stop him!" She said, desperately wanting to save her baby brother.

'_They took the baby?' _Peter remarks, shocked in his thoughts. _'What happened while I was gone? We lost more men. The child's gone. This is all my fault.' _Peter laments, blaming himself for the destruction of the safe zone, but he knows there's no time for a guilt trip now as he can still save everyone else.

"Everyone! Follow me! We're jumping! NOW!" Peter says as he quickly opens a portal with his teleporter.

"C'mon, everyone!" Ruby helps the spiders rush through the portal.

"Leaving one man behind to save the rest? You're finally wising up." Superior congratulates Peter for seemingly sacrificing Yamashiro to save everyone else.

"It's not like that. I have a plan." Peter claims otherwise.

"Riiiiiight." Superior quips.

Peter sees Mayday still hesitant leaving the scene as she's still worried about her brother. "May, we're GOING!" Peter said as he grabs her arm.

"But, Benjy!" May protest.

"If he's out there, I SWEAR we'll find him, but it's not SAFE here anymore." Peter argues as drags her through the portal as it closes.

"Wrong, Parker. It's not safe for you _anywhere_." Morlun claims as a sinister smile ominously forms on his face.

**BGM End**

* * *

**Earth-8847**

**BGM-Mega Man ZX Advent OST-Oriental Sentinels (Tunes Ver.)**

A portal open as the Spider-Army arrives on Earth-8847, which is full of prehistoric animals like dinosaurs. "Is everyone okay?" Spider-Rose asks her friends.

"Oh my. Where are we?" India Spider-Man remarks, looking around their prehistoric surroundings.

"By the looks of it? Jurassic park avenue." Gwen quipped.

"I used random coordinates. The bad guys can't know where we are if WE don't know where we are. At least till we find a new safe zone." Peter said.

"NO." Superior refuted. "There's nowhere to go. Your ineptness lost our base in 2099. Your absence cost us that refuge. And your return _squandered _what was probably our _greatest _weapon. AND a perfectly good Spider-Man." He said, blaming Peter for their recent losses.

"Maybe not. Over there!" UK notices a portal opening in front of them, and jumping out from it is Supaidaman.

"The device worked. I have escaped! But at too high a price. Leopardon, my faithful companion, lies fallen on the field of battle." He said in Japanese.

"The important thing, Takuya, you are not alone. We are all part of a great spider-clan. And together we shall triumph." Mangaverse Spidey replies, understanding him since he speaks Japanese too.

"Agreed. We may not be a giant robot, but we have your back." Spider-Man J console him in Japanese as well.

"Thank you, my friends." Supaidaman responded.

Peter looks at Mayday and tries to talk to her, "May, about before, that wasn't just talk. I promise, we'll find-."

"Stop." May angrily interrupts him. "I'm done listening to ANY of you. Far as I'm concerned, you're all fakes. There's only ONE real Spider-Man. My dad. And he's DEAD." She said, overwhelm with the grief of losing her only relative alive to the Inheritors.

Peter felt hurt by that remarks and calmly says, "May, please. I-."

'_Hello? Check. Check. Anyone there?' _Suddenly, Peter gets a call from Spider-Woman Prime through his Web-Watch.

"Jess? Spider-Woman? That you? Can you talk?" He asks her.

'_Yeah. Just checking in. We visited the Master Weaver. Told us about the Inheritors and their plans with the Chaos Emeralds. None of it is very good.' _Jessica told him.

"I expected as much. What are they planning?" Peter asks.

'_I'll explain everything later. We have something you'll want to see.' _Jessica replied.

"How long till you get back?"

'_A while. We had to travel to the edge of the multiverse, and since the Weaver was a jerk, we're stuck taking the long way. Pete, I'm gonna have to get back to you. Just arrived in the middle of an alien invasion.' _Jessica said as she quickly hangs up.

"Jess, wait! Uh. Lost her. This is getting out of control. Wonder how the others are doing." Peter wondered.

"Try calling Yang and her group if they found the other Chaos Emeralds." Ruby recommended.

Peter tries calling Tails through his handheld, but he's not answering mysteriously. "Tails is not answering. That's odd. But I sent them to protect Silk after they collected the remaining four emeralds, so they should be fine. Miles? You out there?" He contacts his protégé next.

'_Peter?' _Miles answered.

"Yeah. Just checking in. How's the Spidey-recruitment drive going?" Peter asks, since he recently appointed Miles, Spider-Ham, Peni, and later the 2012 cartoon Spidey to recruit more Spiders.

'_It's…goin'.' _Miles said unsurely.

"Can you be more specific?" Peter responded.

'_Honestly, I have no words.' _Miles responds as his little group were joined by 67's Spider-Man, a cowboy Spider-Man, Mini Marvel's Spider-Man, another weird Spider-Man, and a sentient Spider-Mobile. Most of the group is sitting in the Spider-Mobile while everyone is being chased by the police in the universe Miles is visiting.

'_YOU! With the Spider-Mobile! PULL OVER!' _The police demanded.

'_YEE-HAAA!'_ Cowboy Spidey hollered.

'_Walloping web-snappers!'_ 67's Spider-Man yelled while holding for his life on the Spider-Mobile.

'_This. Right here. This is where my life officially jumped the shark.' _Miles quipped, having no words to respond to any of this.

'_Nah. THAT was back in cowboy world. Know what your problem is, Morales? You need to lighten up. Wanna drive?' _Cartoon Spidey joked.

'_Oh put-put-please, Parker. Like YOU'RE drivin'. C'mon, Miles. Open the put-put-portal already!' _The Spider-Mobile talked.

'_Web-Warriors, awayyy!' _Cartoon Spidey hollers as they jump through a portal.

'_Oh dear. Why did you have this guy join us-?' _Miles asks Peter before he disappeared through the portal and the connection was cut off.

"Cowboy world?" Peter questioned, wanting to hear the stories regarding that world. "One thing at a time. Speaking of time…2099? You there?" He then contacts Miguel's group, consisting of Miguel, Weiss, Lady-Spider, and Six-Armed Spidey, that were in charge of analyzing Daemos' corpse for weaknesses.

'_Did he just address the entire year of 2099?' _Lady-Spider quips as she's currently dissecting the corpse in an Alchemax laboratory alongside Six-Armed Spidey.

"Um, sort of. That's where you guys ARE, right?" Peter remarked.

'_That's rather vague.' _Weiss quipped.

"Weiss, put Miguel on. O'Hara, any progress on your end?" Peter asks his future counterpart for any useful answers.

'_Starting the dissection now.' _Miguel responded. _'If these Inheritors have an Achilles heel, we'll find it. In the meantime, even a quick scan is telling me things about their cloning process.' _He stated.

"Finally! Something we can use. Fire away." Peter responded, carefully wanting to hear this important information.

**BGM End**

**BGM-Ultimate Spider-Man (Game) OST-Venom Feeding Time**

'_First off, the parent DNA is—SKKKKZZ!' _Before he can tell him more, Miguel's transmission was suddenly cut off and replaced with another scientist from another dimension.

'_Sorry. But that's quite enough of THAT.' _

"What? Who IS this?" Peter asks the interceptor.

'_Lord Jennix, totem.' _Jennix answers while transmitting from his base in Earth-802, sometime before Kaine's group destroys it.

"Who?" Peter responds.

'_I thought you'd like to know, I can hear EVERYTHING you've been saying.' _Jennix revealed, shocking Peter.

"How-?" Peter remarked.

'_You've been moving and speaking across the dimensional threads of the Great Web. My family mastered this technology centuries ago. Listening in on your conversations has been child's play.' _Jennix explained.

Peter then asks him, "But why would you-?"

'_Show my hand? I admit, having you burble on has been amusing. But if you're going to share TACTICAL information? It's time to put a stop to it.' _Jennix declared. _'We have all seven Chaos Emeralds in our possession and have captured the two hedgehogs, the fox, and the blond-haired girl.' _He reveals to him this horrifying news to Peter that Sonic, Tails, Amy, and Yang have been captured by the Inheritors.

"Yang? If you touch a hair on her head-." An angry Peter snarls, threatening the unfazed Jennix.

'_It was nice chatting. Send my regards to my sister, Verna. I just sent her your coordinates. Earth-8847, yes?' _Jennix mockingly asks before ending the call, as the Inheritors' portal appears next to Peter.

"Damn it. Everybody, heads up! Company!" Peter said, standing with his fellow spiders as Verna arrives with her Hounds: Rhino, Ox, and Hammerhead.

"Aleksei. Raymond. Joseph. My big, beautiful hounds. Make me proud. TRAMPLE THEM." Verna sic her pets to battle the spiders.

"What do we do? Jump somewhere else?" Anya asks as she joins some spiders to spray their webbing onto Rhino.

"It wouldn't do any good. You heard. They know our every movement." India Spider-Man stated.

Meanwhile, Verna wounds the spider-version of Betty Brant by slowly draining her lifeforce. "Get away from her!" Arachne knocks her back with a punch.

"But we're dying out here!" Gwen remarks to India Spidey's earlier comment while continuously webbing Rhino.

"Works for me. As long as we take some of these assholes with us!" Spider-Punk dashes towards Hammerhead, colliding headbutts that barely hurt the hardheaded hound but possibly caused brain trauma for Spider-Punk. "Okay. Let's just call that plan B for now. Any OTHER suggestions? ANYONE?!" He asks, but everyone else is too busy fighting for their lives.

**BGM End**

* * *

**Earth-001, Loomworld**

Inside the great hall, Sonic groggily wakes up to find himself restrained by chains inside a small cage. "…Ugh…Wha…Huh…" He struggles to break free but the chains are unbreakable. He looks to the left of his cage and is able to see Tails, Amy, and Yang trapped inside their own cages while unconscious. "Guys! Wake up!" He shouts at them to wake up.

"Huh…Sonic…?" Amy says, weakly looking at the blue hedgehog.

"Are you guys okay?" Sonic asks them.

"I think so. But I can't break free from these chains." Amy replies, struggling to break free from her cage.

Tails struggles as well and is unable to break free. "We're being restrained by Adamantium! Impossible to break." He stated after studying his chains.

"My head…Where exactly are we? Who ambushed us?" Yang asks after finally waking up.

**BGM-Adrien Lozano Song-Wrath of the Dark God**

"You can thank my sister, Verna, for bringing you to our home."

The four restrained heroes look ahead from their cages to see the grinning Morlun walking out of the shadows to greet them, much to their frustration. "You are in Loomworld. The center of reality, where my family has lived and _ruled _for several eons. Through our hunts, we have merged _countless _universes into this singularity. The _greatest_ kingdom throughout the cosmos." He explains to his prisoners of his homeland.

"Morlun! You sick freak!" Sonic snarls, glaring at the multiversal conqueror.

"Thanks to your assistance, we have gathered the seven Chaos Emeralds of your world. Soon, we will begin the ritual." Morlun said ominously.

"Why do you NEED the emeralds? Your family's already powerful enough to conquer multiple universes." Sonic argued.

"Alas. As surprising it may seem to you, even my family has limits." Morlun claims. "We haven't been able to overcome destiny. Not when it's out of our reach. Not when it's being controlled by the god who _weaves _all of our destinies with his great web. The Master Weaver. I will use the emeralds to overpower the Weaver and claim the Web of Life and Destiny. Then I will use it to resurrect my father, Solus, and prevent the prophecy of our downfall." He explains his plan to his captives.

"You guys had a father? And what prophecy are you trying to prevent?" Yang asks the vampire.

"I will not waste time telling you everything, but it requires the blood of the three sacred totems." Morlun replied.

"Sacred totems? You mean The Other? The Bride? What you guys keep calling Pete and Cindy?" Amy remarked.

"Then, who's the last sacred totem?" Tails asks the hunter.

"The Scion. And we have already captured him. He is that little child that belonged to that _orphan _girl." Morlun answered.

**BGM End**

**BGM-Spider-Man 3 (Game) OST-Black Suit Theme**

"Little child…?" Sonic ponders this hint for a second, until he and his friends gasp in realization and furiously glares at the vampire. "You mean Mayday's brother?! YOU KIDNAPPED A BABY?!" The hedgehog ragefully yells at the unfazed hunter.

"The child is vital to preventing the prophecy. Once his blood is tainted on the Great Web along with The Other's and The Bride's, the age of spiders will end, and my family will continue to reign supreme over ALL reality." Morlun grinned.

"You ruthless, heartless BASTARD!" Yang yells angrily, as her eyes turn red and her hair explodes with sheer anger, desperately struggling to break free from her restraints. "We're not gonna allow you to lay a FINGER on Peter! Or Cindy! Or Benjy! WE'RE GONNA KILL YOU!" She declared.

"There's nothing you could do from there, child, but continue being bait to lure The Other and The Bride. Stick around and be honored guests at my home. I'll have someone bring some food for you. You will be one of the first to witness my father's _resurrection_." Morlun mocks his captives, sinisterly smiling as he leaves his prisoners trapped in the great hall.

**BGM End**

* * *

**Back at Earth-8847**

**BGM-Ultimate Spider-Man (Game) OST-Venom Throw Down**

"Spider-Man?! Stay or go? What do we DO?" Ruby asks her leader, as the Spider-Army are getting trashed by Verna and her Hounds.

"You heard her. What's our next move? Come on. We're waiting on your brilliant leadership." Superior said sarcastically.

"One sec." Peter remarks as he bashes Verna away with a single swing from his Cube Web Hammer. _'What an ass. But he's right.' _He thinks._ 'I asked for this. The others are counting on me, and I don't know what to do! I need help! I need-.' _

Suddenly, Peter receives a call from Silk through his communicator, _'Peter, it's Cindy.' _

"Silk? This line isn't safe. The Inheritors can hear." Peter responded.

'_Then I'll make it quick! Earth-3145! Trust me get-!' _Silk said before she was shut off by Jennix still listening to their conversations.

"Damn it. Jennix shut her off too. Hold on. You found a new safe zone? EVERYONE, FOLLOW ME! We're out!" Peter opens a portal for his army to escape through.

The spiders break off from the Hounds and rush into the portal. The hounds try to pursue them, but they were quickly commanded to stop by a hesitant Verna. "Back! Back, my hounds. FOOLS! Let's see how long they last in 3145." She remarks, shaking her angry fist at her retreating prey.

"You know, you're a very horrible person." Spider-Rose quips while helping the wounded Betty through the portal.

"See that? She's staying away from the light. She's afraid." Mangaverse Spider-Man noticed her hesitancy to chase them.

"Good. Then it's my new favorite thing. After you." Spider-Man J said to his counterpart, as the spiders successfully escape to another dimension.

**BGM End**

* * *

**Earth-3145**

In Earth-3145, the spiders teleported to the ruins of the radioactive New York City, much to their dismay. "I take it back. This stinks." Spidey J quipped.

Superior turns on his holo-agent from his gauntlet named Anna Maria to ask her about this new dimension. "Anna Maria? Give me a reading on the atmosphere." He asked her.

'_Processing. You have to leave right away, doctor. The radiation levels here are extremely toxic.' _The A.I. answered.

"I thought as much." Superior responds before angrily screaming at Peter. "So THIS is our new 'safe zone' is it?! You IMBECILE! What hellscape have you and that woman of yours condemned us to?!" He yelled.

Peter calmly argues with him, "Hey! Cindy wouldn't have led us here without a good reason to-."

But Superior interrupts and retorts, "I swear, I have a FULL MIND to obliterate you right here and-."

"Both of you, stop fighting. Look! She left us a sign." Ruby notices webbed arrows on several ruins left behind by Silk.

"Not big on subtlety, is she?" Spiderhog quipped. "Y'know, something's tellin' me that Silk wants us to go that-a-way." He points to the direction they should follow.

"You think?" Spider-Punk quips as the group swing through the air to follow the arrows.

"Stuck with dozens of snippy versions of myself. Okay, one of them is actually me but he got captured by the Inheritors." Spiderhog quipped. "Bossy Spidey might be right. Maybe this is heck." He remarked.

**BGM-Ultimate Spider-Man (Game) OST-Father's Pride**

"Everyone, cut it out. I figured out where she's taking us." Peter remarks, as he leads the group to the ruins of a familiar tower. "Sims Tower." He recognized the building.

"Sims Tower?" Ruby questioned.

"Yeah. And if it's anything like the Sims Tower from the world where Silk and I come from…" Peter leads his team through a vent that drops them to entrance of a secret bunker below the tower.

"A fall-out shelter? That's very convenient." Superior remarked.

"It's better than that. Silk told me a man named Ezekiel built these to hide us from Inheritors. She told me the code one time, and if it's the same in every dimension…" Peter inputs the code to the control panel, easily opening the door into the bunker where they find Silk waiting for them. "Silk! Smart move coming here. I'm afraid it's gonna get a little crowded." He compliments her smart thinking.

"More than you think, Spider. The totem of THIS world was already inside when I got here. You might want to brace yourself for a shock…" Silk warns him for a big reveal.

Peter wonders if this world's totem is another version of himself or one of his friends. And he was close, as this is someone related to him. Someone very special to his heart. And as an old man slowly approaches him from the shadows, Peter's eyes widen in sheer shock and utter surprise as he recognizes him completely as, "UNCLE BEN?!"

"Toldja." Silk casually quips.

"Peter." Uncle Ben greets his nephew of another world, as Ben Parker is the Spider-Totem of Earth-3145.

**BGM End**

* * *

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Theme of Spider-Man**

**KFX Here: So Sonic's group was captured by the Inheritors as well as Benjy along with the Chaos Emeralds to resurrect their father. The end is near, ladies and gentlemen. We are approaching the penultimate chapter to this grand tale. **

**Note: This chapter takes place before the ending of the "Clone Mission" chapters.**

**Next time: The mightiest enemy resurrected! Preparations for the ultimate battle!**

**Question of the Chapter: Which comic event do you like more: Spider-Verse or Spider-Geddon? Explain your reasons.**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	21. Act 3 Issue 3: Spider-Men: No More

**BGM-Spider-Man: Web of Shadows OST-Main Menu**

**Amazing Spider-Man: Look out! It's your friendly neighborhood Spider-Man! The Inheritors are becoming relentless. A lot of spiders are being killed, scattered, and fleeing for their lives. Jennix can listen into our conversations, and they've captured Sonic, Tails, Amy, Benjy and Yang, AND have all the Chaos Emeralds. It was by sheer luck we escaped to Earth-3145, an irradiated wasteland where the Inheritors can't follow us. We're holding up in a bunker to keep us safe from the radiation, where we met this world's Spider-Totem. My Uncle Ben!**

**BGM End**

* * *

_Act 3 Issue 3: Spider-Men: No More_

**Loomworld, Earth-001**

**BGM-Spider-Man 3 (Game) OST-Black Tension**

"Forgive me, brother."

"It was HIS fault-!"

"No it wasn't!"

"Humble apologies, Morlun."

"What now, brother?"

"ENOUGH!" Morlun exclaims, letting out an annoyed shout to shut up his siblings while they convene in the great hall. The heir holds the crying Benjy in his hand as he speaks to his family. "One at a time. Jennix?" He turns to his science brother.

Jennix explains his failure regarding the destruction of his cloning machine, "The spiders got the better of me, Morlun. They destroyed my cloning facility. It will take months to rebuild, and in that time if any of us would perish-."

Bora rudely interrupts, "That's nothing. Brix let THE BRIDE get away-!"

"Shut up, Bora!" Brix retorted.

"We HAD her in our sights, and he let her run off to the ONE world where we can't follow." Bora professes the twins' failure to capture Silk.

"Apologies, Morlun. I have disappointed the family as well. I wasn't able to stop The Other and the other spiders from escaping to that world." Verna humbly apologizes for her failure to capture Peter and his army.

"Hehehehehe. Sounds like our friends have been giving you some trouble." Sonic taunts the annoyed Inheritors with a cocky smirk, still trapped in his cage alongside Tails, Amy, and Yang.

"Quiet, rodent!" Daemos retorts, angrily yelling at the hedgehog but he remains cocky and grinning directly at the vampire.

"Face it! It's game over! Your days of terrorizing the multiverse is coming to an end!" Sonic grins, confident that the Spider-Army will come to defeat them once and for all.

"We will see about that, hedgehog. We still have The Scion and the Chaos Emeralds." Morlun stated, remaining calm and collected that his family will come out on top in the end.

"WAHHH!" Benjy cried.

"Shush." Morlun silence the baby with a whisper.

"Let him GO! He's just a baby!" Yang snarls, angrily pleading with him to leave Benjy alone.

"And one of the most important totems in reality." Morlun rebuffs. "We will begin the ritual soon, but first, I think it's time for a family reunion." He smiles sinisterly, as the time has come for the Inheritors to resurrect their father from the dead.

**BGM-Sonic the Hedgehog (2006) OST-The Resurrection of Solaris**

Morlun ominously flies to the air as the seven Chaos Emeralds are summoned to his side, slowly circling their glow around the Inheritor as they supply him with power. "The time has come. Chaos Emeralds! Bend to my will! Take me to the Master Weaver!" He said, as the emeralds teleport him to the Weaver's dimension.

* * *

**Earth-01**

In an instant flash of light, a super-charged Morlun appears hovering in front of the Master Weaver and the Great Web. _"You have come." _The Weaver responds calmly, as it seems he expected him to appear at this point.

"To claim what is rightfully mine." Morlun glares at the god of the Web.

Throwing a punch faster than light, Morlun easily subdues the Master Weaver with a single strike. He then touches the strand in the Great Web that'll lead him back to Loomworld. Using the emeralds, he transported the entirety of the Web and the Weaver back to his home dimension.

* * *

**Back in Loomworld…**

The Great Web and the Master Weaver suddenly appear before everyone inside the great hall, leaving them in awe that Morlun was able to quickly subdue the spider-god of the multiverse. "It is here! The Master Weaver and the Web of Life and Destiny! It is ours once again!" Verna remarked.

"So that's what they were talking about. Not good." Sonic mutters, as the captured heroes are looking in worry at Morlun's next move.

Jennix uses special chains to hold the Master Weaver by his arms, turning him back to their slave as Morlun inserts each of the Chaos Emeralds into different strands of the Great Web, infusing it with their power to alter reality to how they see fit. Meanwhile, Daemos has a bag containing his father's ashes and pours them on a strand of the Web.

"Father's ashes are ready, brother." Daemos said to Morlun.

"Good." Morlun replies, as he focuses his attention to the chained Master Weaver. The Inheritors gather around their brother as he prepares to command the Weaver to resurrect their father. "You are under our control once again, Weaver. It is useless to resist. Now, we command you, with the power of the seven Chaos Emeralds, infusing their essence with the Great Web, you will weave our father, Lord Solus, back from his ashes." Morlun commands his new slave to revive his father.

"_As you wish." _The Weaver doesn't argue as he knows it's useless at this point.

Each of the Chaos Emeralds glow their respective colors one by one, until the Great Web started glowing with incredible dimensional energy. The fabric of reality is altered around the ashes of Solus as they float in midair and a mystical web weaves around it, forming a new body with an old, yet sinisterly powerful soul. The captured heroes watch in horror as a big, terrifying man is resurrected with his long grey hair, his bearded facial hair, and deadly red eyes narrowing themselves.

**BGM End**

**BGM-Onimusha 3 OST-Day of Anger**

Morlun and his siblings formally bow before their resurrected father. The first of his kind. The true leader of the Inheritors. The mightiest enemy that threatens existence itself. The demon known as Lord Solus. "Aaaaarrrrhhh…HA HA HAAAAAA! I live. I LIVE!" Solus smiles, sinisterly ecstatic he's been brought back to life after being wiped from existence. "You've done well, my children. And you reward shall be great indeed. A FEAST like never before. I see you have found The Scion…" He picks up the crying Benjy from Morlun's hands to shush him himself. "The Great Hunt is coming to an end. Soon the Bride and The Other will come to us. Isn't that true, Weaver?" He asks his slave.

"_Yes, Lord Solus. It has been foretold." _Weaver answered.

"So that's papa Inheritor, huh?" Yang quips from her cage.

"He's pretty scary." Tails remarks, shivering in fear upon witnessing Solus' resurrection.

"Sonic. Does Spidey and the others have a chance against this guy?" Amy asks him.

"I'm afraid to say. That guy is on a whole another league than his children." Sonic responds, as he's a little unnerved of Solus' seemingly godlike power.

"Morlun. Who are those you have captured?" Solus asks his favorite son about the captured heroes.

"Friends of The Other. I am using them as bait to lure him here, soon enough." Morlun answered his father, still bowing to him.

"Yeah, and when he comes, he's gonna kick your butt back to ashes. I wouldn't underestimate Spidey if I were you, ya bearded geezer!" Sonic boldly taunts the father of the Inheritors.

Solus smiles maliciously as he fearlessly remarks, "I am looking forward to meeting him. Rise, children. Whatever losses you may have encountered are nothing compared to the bloody swath we've carved across reality. We have hunted these totems to the brink of extinction. And after tonight, we shall sever their remaining threads forever. By my decree, there shall be SPIDER-MEN NO MORE." He declared.

**BGM End**

* * *

**The Former Safe Zone, Earth-13**

In the dark and abandoned safe zone that was devastated during the Inheritors' invasion of Central Park, a portal appears for Miguel, Weiss, Lady-Spider, and Six-Armed Spidey to emerge from after their successful mission analyzing Daemos' corpse in 2099.

Six-Armed Spidey quips, "Hey everyone. We're back from our trip to 2099. It was a bit of a doozy. Figured out the Inheritors' weakness, so that's a win. Did we…miss…anything…Oh my god…" He slowly stops joking when the group horrifyingly find the refuge trashed and bodies of spiders everywhere.

"What the shock happened…?" Miguel asks, horrifically shock of the devastated safe zone.

"Th-This is the safe zone, right…?" Weiss asks, just as horrified as her friends. "It's trashed. There's bodies everywhere. Did we…lose? Are my friends…" She's horrified at the thought that her friends might be dead, almost breaking down to tears if Six-Armed Spidey didn't comfort her with a hug.

'_So is this it? Is this the end of it?' _Miguel thinks. _'Are we the last of the spiders? And now we just kill time until Morlun and his pals track us down and-.' _He then notices Lady-Spider walking away from him as he remarks, "May?"

"BLAAUGHH!" May throws up from the horrifying sight of dead bodies everywhere. She sits down behind a bench, "Sorry. I'm…I'm so sorry. That was…unprofessional." She apologized.

Miguel helps her on her feet as he quips, "Unprofessional? We're ALL unprofessional. It's not as if we get paid for this. It's-."

"We're all going to die, aren't we?" Lady-Spidey hugs him as she's pretty scared right now.

Miguel embraces her with a comforting hug stating, "Yes. But not today."

"Miguel. What are we going to do now?" Weiss asks him as she doesn't have the slightest idea of their next move.

The future spider ponders their next plan until he spots something in the distance with his Accelerated Vision. "Hold it." He remarks as he lets go of the hug.

"Hold what?" Lady-Spider asked.

"I saw something." He replies as he walks his group through the wrecked park.

"What did you s-?"

"Could you perhaps stop asking questions for five minutes?"

"Fine." Lady-Spider remarks, staying silent for a moment until she asks another question, "What did you see?"

"No questions for 27 seconds. A new record."

"Smart aleck."

The group climbs a small hill until they found what Miguel spotted earlier. "There." He pointed at the mysterious thing, which left his allies quite shock at what they are staring at.

"Holy…" Lady-Spider remarks.

"Whoa…" Six-Armed Spidey said in awe.

"What in the world is THAT?" Weiss asks, as the group found themselves staring at the wreckage of the Japanese Spider-Man's giant robot, Leopardon.

"Some manner of robot, I guess. Looks pretty trashed." Miguel observed.

"Why don't we fix it? Go back to 2099 and repair it with future tech." Six-Armed Spidey suggested.

Miguel remarks, "That's not a bad idea. We'll transport the robot piece by piece. I just wish…"

"Wish what? That you were more of a technician?" Lady-Spider quipped.

"Than a biologist right now? Yeah, I do." Miguel remarks, as rebuilding robots is not his forte.

"Well fortunately you have me." May quips.

"And me." Six-Armed Spidey responds.

"And me. We'll repair it together. Maybe give it some 2099 Dust to make it stronger." Weiss recommended.

"You're right. We can use Radioactive Dust." Miguel remarks with a great idea.

"The Schnee Dust Company have Radioactive Dust in the future?" Weiss questioned.

"Yes. Morlun and his crew are especially vulnerable to it. That was confirmed by our autopsy. If this thing could have radiation in its arsenal, it could be devastating. I'm gonna pay your descendant a visit. She owes me a few favors. And once we repair this robot, the Inheritors' days are numbered!" Miguel stated, planning to repair Leopardon to defeat the Inheritors for good.

* * *

**Meanwhile in Earth-3145…**

'_In the past few days I've seen robot Spider-Men, talking animal Spider-Men, every kind of Spider-Man you could imagine. But this? I-I never…' _Peter is still in complete and utter shock that he is staring at a fully-alive Uncle Ben, the Spider-Totem of this universe.

"Uncle Ben?" Peter questioned, pointing at his uncle.

"Yes. THIS world's Ben Parker." Silk corrected him.

"Wow. Really?" Ruby remarks, just as shock as Peter is meeting his uncle face-to-face.

"And he—YOU'RE Spider-Man. Here." Peter asks his uncle.

"He's not their Spider-Man, just their totem." Silk said.

"I gave it up, Peter. I quit." Uncle Ben told him, saying he has stopped being Spider-Man a long time ago, shocking everyone in the room.

"WHAT?! That makes no sense at all! EXPLAIN!" Superior sternly asks the old man for details.

'_I hear his voice. And it's like I'm a kid again, but…the words coming out of his mouth are things Ben Parker—MY Ben Parker—would NEVER say.' _Peter said in his mind as he takes off his mask, "Yeah. How is that even possible? What happened here? To this world? To YOU? Please." He asks his uncle for details about him and this world's destruction.

Uncle Ben sighs before staring at his nephew's eyes as he tells his tale, "A long time ago, there was this crazy science experiment you…MY Peter wanted to see. But no one would go with him. So I took a day off from work and kept him company. I'm sure you know the rest. Spider-bite. Super-powers. Petey thought it was the bee's knees. He made me a costume and some gizmos. Said we could make a few bucks. But I knew better. I had great power, and with it came great responsibility. Pretty soon, they were saying I was a hero. Only problem with that…heroes make enemies. One of mine, the Emerald Elf, figured out my secret identity. Blew up my house with my wife and nephew inside. Thought I did everything right. Everything a good man should do with such gifts. But they were really a curse. One that cost me everything and everyone I ever loved in this world. So I threw it all away and never looked back. One day, a guy named Sims shows up. Tells me this thing—Morlun—is gonna kill me unless I bunk down here. Didn't even have to think about it too hard…Took him up on his offer, for no other reason than to save my own skin. I tell you, every choice I've made has haunted me. I often think…if I'd only listened to Peter, looked after me and my own, clowned around with my powers, not rocked the boat…"

"No. You've got it all wrong." Peter rebuffs as he puts back on his mask.

Ben stoically responds, "Have I? May and my boy would still be here. With me. And I-."

"Yes. They'd be with you, old man, TRAPPED in this cage!" Superior retorts. "Admit it! This world is a burnt-out cinder because you QUIT! Because something TERRIBLE happened and there was no Spider-Man to STOP IT!" He argues with retired coward.

"Yes. While I was hiding down here, a madman held the world hostage with a nuclear ransom. I'll always wonder if I could've made a difference, but I'll never know. Maybe I could have stopped Otto Octavius." Ben said that it was Doc Ock that destroyed this world, much to Superior's surprise.

"WHAT?!" Superior exclaims.

"Maybe not. The man was arrogant. And worse, a fool. From all I can figure out, he must've made some miscalculation. All his demands were being met, but his device went off prematurely. Doomed us all." Ben stated.

"No. He could never…He…" Superior remarks, expressing disbelief and dismay at Ock's actions in this world, mysteriously taking it to heart as if he's taking this personally.

"Enough. Everyone shake it off. This is…it's a distraction. We've got the Inheritors to deal with. And a lot of spiders counting on us." Peter said, wanting to end this saddening discussion right now.

"Um. By the way…I don't see Sonic's group with you. Are they okay? Is there any word?" Silk asks him about her former mission team that helped her escape from the Inheritors earlier.

"Sort of. Miles, Peni, and Ham are recruiting more spiders, but Sonic, Tails, Amy, and Yang got captured by the Inheritors. They have all seven Chaos Emeralds now…" Peter answered somberly.

"So those guys are…on Loomworld?" Silk responded, feeling guilty for their capture.

"Yup. Right in the thick of it." Peter replied.

Just then, Peter receives a call from Ultimate Spider-Woman asking him, _'Spider-Man, are you there?' _

"Jess? Not a good idea. The Inheritors might be listening in." Peter replies, worried about Jennix eavesdropping.

'_You don't have to worry about Jennix listening in.' _

"How do you know?"

'_I'm calling FROM what's left of his base. He's cleared out. We're teleporting to your location now.' _Ultimate Jessica said.

**BGM-Spider-Man: Web of Shadows OST-SHIELD Quarantine Zone **

Immediately, a portal opens inside the bunker as Ultimate Spider-Woman, Scarlet Spider, and Blake walk through it to regroup with the Spider-Army. "Blake! You guys are okay!" Ruby smiles, hugging to embrace the faunus as she's relieved they're safe.

"Same here. Why are we here and not at the safe zone?" Blake asks everyone.

"The safe zone got trashed so we came here. Was your mission successful?" Peter responded.

"Yeah. We destroyed their cloning center. Now we'll finally be able to defeat them." Jessica answered.

"Awesome. So where's Ben?" Peter asks about Ben Reilly's fate.

Kaine's group sadly looks away from Peter as they are hesitant to answer his fate. "He…had to sacrifice himself to destroy the facility." Jessica answered somberly.

Peter silently gasps in shock to hear that Reilly, the clone that he thought of as a brother, sacrificed himself to stop the Inheritors' cloning experiments. "No…Not again." He laments over his death, as this is the second Ben Reilly that he knew sacrificed himself for the greater good.

"I'm so sorry, Peter." Blake apologizes with a depressed face, as she still mourns over Reilly's death.

"They killed our brother, Peter. I'll kill them for what they done to Ben!" Kaine professed, wanting to kill the Inheritors for his brother's death.

"We're not gonna kill them, Kaine, but we WILL avenge him. I promise they'll pay!" Peter argues they will not kill the Inheritors.

"Just as long I get to beat Jennix to a bloody pulp!" Kaine responded.

Another portal opens inside the bunker as Spider-Woman Prime, Spider-Man Noir, Knuckles, and Salem emerge from it as they finally reunite with the army. "There you guys are. Got a little lost traveling between dimensions. It was Knuckles' fault." Jessica Prime joked.

"No it wasn't! Stop lying!" Knuckles retorted.

"Nice to see you guys are alright. What did you learn from the Master Weaver?" Peter asks Salem's group of what they learned from the spider-god.

"The Inheritors plan to use the Chaos Emeralds to resurrect their father, Solus. According to the Weaver, his strength is unfathomable. That you'll need the power of a god to defeat him." Salem answered.

"The Inheritors have a dad?!" Ruby remarks in shock.

"Unfortunately, we lost our god when we lost the safe zone, and the Inheritors have all the Chaos Emeralds when they captured Sonic's group, so it's only a matter of time until their father is revived." Spider-UK remarks, informing the returning teams what they missed.

"Yang and the others were captured?!" A shock Blake respond.

"Not just them. They took Benjy too. Apparently, HE'S The Scion." Peter added.

"The child is one of the sacred totems?" Salem questioned, a little surprise to hear the baby was The Scion.

"Yes! That's why we need to rescue him right now!" Mayday retorted, extremely worried for her brother.

"Hold on. Not until we decipher these scrolls the Weaver gave us. It will give us insight on what the Inheritors plan to do with your brother." Salem hands Peter the mystical scrolls her group acquired from the Master Weaver.

"These scrolls look pretty important." Peter said as he opens the sacred scrolls that he can't read for the life of him.

"Blimey! Can't make heads or tails out of any of it." Spider-UK remarked, unable to read the scrolls.

"It is like no language I have ever seen." Spider-Man J said in Japanese, as none of the spiders can read the mystical language embedded in the scrolls.

"Wonderful. We've given up one of our most powerful players for something completely and utterly _useless_." Superior remarked, standing out of the other spiders fumbling around with the scrolls.

While everyone is too focused on the scrolls, Silk quietly walks away from the crowd. "…Excuse me." As she sneaks away, she doesn't notice she's being tailed by two of her friends.

"Silk."

Cindy turns around seeing Gwen and Ruby tailing her. "Cindy, wait up. Don't think we didn't notice. Are you taking off?" Gwen asks her.

Silk calmly responds, "No, I…Look, it was getting crowded in there. Walls were starting to move in. I spent most of my life in a place _exactly _like this. Just needed to-."

"What? Go outside for some 'fresh air'?" Gwen quips, easily seeing through her façade. "Try again. For REAL this time."

"You're good." Silk quips.

"Police detective's daughter. So what's the deal?" Gwen asks her.

Silk sincerely looks at the girls and replies, "Sonic, Tails, Amy, and Yang. They sacrificed themselves so I could escape from the Inheritors. And now they're trapped in Loomworld because of ME. I want to go to Loomworld and save them." She said, feeling guilty for her friends' capture.

Ruby sincerely answers, "I don't think that's a good idea, but…I'd be lying to myself if I haven't been worried sick for my sister when I heard she was captured and have been just as anxious as May to save her right away."

"It's risky, but maybe the three of us together can save them. Let's do that. Sneak in and out. No one'll even know we're gone. You, me, and Ruby…let's be heroes." Gwen said, as she and Ruby join Silk to infiltrate Loomworld to save their friends.

"Okay. Next stop…Loomworld!" Silk activates her web-watch to open a portal directly to Loomworld.

Nearby, Spider-Woman Prime notices they opened a portal to Loomworld and rushes to stop them from doing something extremely stupid. "What are those three…Get back here!" Jessica jumps through the portal, unintentionally joining them on their rescue mission.

Meanwhile, Spider-UK notices the unmasked India Spider-Man looking a little down as he sits next to the wall. He kneels down greeting the sad spider, "Hullo. You all right?"

"Oh. Um. No. Not really." Paviitr replied, sounding a little depress.

"With all the goings on, haven't had a chance. Name's Billy. Billy Braddock. Spider-UK. And you are?" UK asks the kid.

"Pavitr Prabhakar. The Spider-Man of Mumbai." He introduced himself.

"India. Why so down, Pavitr? Outside of the fearful odds and most certain doom." UK asked.

"I guess my problem is…him. Peter Parker." Pavitr replies, as he and Billy stare at the Amazing Spider-Man across from them. "Don't you see it? The pattern? Our names are so close…He has an Uncle Ben. I had an Uncle Bhim. My spiritual guide is called 'Master Weaver,' and now—There are too many similarities. I cannot escape it. That feeling…That he is the REAL Spider-Man. And I am some sort of echo. Or strange reflection. And expendable." He said to Billy, heavily implying to be experiencing an existential crisis.

"I don't believe it. Not for a second." Billy argued. "Back home, I'm a member of the Captain Britain Corps. There are _thousands _of us. And what I've learned is that each member, from each world, is unique in their own way. Pavitr, you ARE Spider-Man. You're a HERO wherever you are and whoever is by your side. And that _other _fella? Who's to say _he's _not a pale reflection of you?" He said, relieving Pavitr of his existential issues.

And while that is happening, Superior furiously snatches the scrolls away from Mayday because he's still angry by the actions of Doc Ock in this word and frustrated by the others' inability to translate the Master Weaver's scroll. "This—This is an _inferior _world! With an _inferior _Spider-Man and an _inferior _Doctor Octopus! None of that means ANYTHING! All that matters is what we do HERE! NOW! Give me that! I'LL decipher it!" He arrogantly proclaims.

"Hey! That might hold the key to what the Inheritors are doing with my brother!" Mayday argued.

"We were looking at it!" Spider-Man J retorted.

"SILENCE! Anna, scan these scrolls. Search your database for any language using these symbols." Superior orders his AI.

'_At once, doctor.' _Anna obeyed.

"Wait. All this time you've had…a talking computer?" Peter questioned him.

"Yes. I constructed it with 2099 tech. Try to keep up." Superior said impatiently.

"What's her name?"

"Anna Maria Marconi. Based it on my girlfriend."

"That's creepy."

"Shut up!"

'_Sorry, doctor. No matches.' _Anna failed to translate the scrolls.

Superior curses, "Blast. What am I missing? Why can't I see…"

"Time out! I can _read _this!" Anya chimes in and takes the scrolls away from Superior to translate since everyone else kept wasting time.

Superior argues, "Impossible! If _I _can't, how can you-?"

"It's my powers. They're all tied up with this weird cult that worships totems. Long story." Anya replied. "But the important thing: this ALL makes sense to me!" She said, claiming that she is able to read the scrolls.

"Anya Corazon, you just became the MVP of the multiverse! Now speed read and gives us the cliffnotes." Peter quipped.

"Near as I can make out, the first scroll is a prophecy…How the spiders are destined to end the Inheritors' reign of power…" Anya stated.

"Sweet." Spiderhog quips with a smile.

"…A thousand years from now."

"Sour."

Anya continues reading, "The only chance of avoiding that is…ooh not liking this bit…wiping all the Spider-Totems out of existence. There's a ritual laid out here, three sacrifices, that once performed will STOP any NEW totems from emerging. They need the blood of _three _specific spiders: The Other…"

"That's me." Peter responded.

"The Scion…"

"Benjy!" Mayday remarked.

"And The Bride."

"Which is Silk." Blake replied.

"They'll cut my brother open?! Use his BLOOD?! THAT'S SICK!" Mayday retorts, furiously demands they travel to Loomworld and rescue her brother.

Peter calms her down saying, "May, we've GOT this. You heard her. They NEED The Bride. And as long as we've got…Where's Silk?"

Spider-Punk glances around finding no Silk and curses, "Shit! She took off, didn't she?!"

"Took the words right out of my mouth." Peter quips as he quickly contacts Silk. "CINDY! Where are you?!"

**BGM End**

* * *

**Meanwhile on Loomworld…**

**BGM-Spider-Man: Web of Shadows OST-Kingpin Henchmen**

'_And do NOT say Loomworld.' _Peter contacted Cindy while she, Ruby, Gwen, and Spider-Woman are in the middle of a brawl with multiversal pirates.

Silk nervously quips, "Peter? Um, I'm sort of on-." just as a pirate destroys her teleporter, "Oops."

"Wait, why did you say 'oops'?" Gwen quips as she kicks a pirate.

"I…um…busted the teleporter." Silk sheepishly replied.

"Oh, just like how Ruby broke MINE!" Jessica retorted.

"It wasn't me. It was a multiversal pirate." Ruby quips while fending off some pirates.

"That's your answer for everything." Jessica retorted.

**BGM End**

* * *

**Back on Earth-3145…**

**BGM-Spider-Man: Web of Shadows OST-SHIELD Quarantine Zone 2**

"I'm begging you! ALL of you! The bad guys have my brother! They're going to kill him in some stupid cult-thing! We know where they are! We NEED to go! NOW!" Mayday pleads with her fellow spiders, urging them they should invade Loomworld and stop the Inheritors.

"Not _all _of us." Anya respond.

"Anya, are you sure?" Peter questioned her.

"You saw what was in the _second _scroll. We can use this, and maybe turn things in our favor. I've put together a team." Anya said, putting together a team of spiders consisting of herself, Spider-Punk, India Spidey, Spider-UK, Ashley Barton's Spider-Girl, and Salem.

"We got this. C'mon, kid. I'm bored. Let's get the shit out already." Spider-Punk remarks, eagerly punching his fists together.

"This is insane. A suicide mission." Superior criticizes Anya's plan.

"More like our last, BEST hope!" Peter argued.

"Will you both shut up already? Everyone on the team's willing to go." Anya said, fed up with both of them.

"From what you told me, Karn was unstoppable and has killed more of us than you could comprehend." Superior argued as the plan is to recruit Karn into the Spider-Army to help them defeat the Inheritors.

"But thanks to the scrolls I got us, we know things about him we never did before." Salem chimes into their conversation.

Anya supports her argument by stating, "Yeah, that his family hates him. And he hates them, especially his father-."

"Hates his father, you say?" Superior remarks, now reconsidering his argument. "Perhaps there is a chance. Go." He sincerely allows Anya's group to find Karn and attempt to sway him to their side and turn things in the Spiders' favor.

**BGM End**

**BGM-Sonic Adventure 2 OST-GUN Mobile**

"Okay. Now?" Mayday impatiently asks if they can go to Loomworld already.

"Guess so." Peter responds, as he thinks it's time they invade Loomworld.

Blake immediately argues with Peter, "But, Peter, you're THE OTHER! If the Inheritors get their hands on you, it's all over!"

Peter retorts, "Blake! The Scion. The Bride. AND the Chaos Emeralds are all together in Morlun-land. Our friends are captured and Solus is probably back to life. We HAVE no other choice!" He contacts the other away teams through his teleporter, "Anyone who's still out there—whatever you're doing—DROP IT! We are GOING TO LOOMWORLD!"

Miguel responds from 2099, _'I vid you, Parker. But my group made it back to the safe zone-.'_

"There IS no safe zone!"

'_I know! But we're working on something. We need five shocking minutes, okay?!'_

"No five minutes! NOW!" Peter shouted.

'_Touchy, isn't he?' _Lady-Spider quipped.

'_You have no idea.' _Weiss joked.

Miles responds to the call, _'Miles, here! Don't worry, Pete. My group are on our way.'_

"All right! That's everybody! All together now, LET'S GO!" Peter rallied his allies.

"I-I'm sorry. I can't." Uncle Ben remarks, willingly not wanting to join his nephew for the final showdown.

"WHAT?" Peter responded in shock.

**BGM End**

* * *

**Meanwhile on Loomworld…**

"Two teleporters in under a day in less than a minute. TWO." Spider-Woman berates the girls after they've escaped from the pirates.

"We said we were sorry." Ruby apologized again.

"You didn't have to come help us." Silk said to her elder.

"I came to stop you from doing something STUPID, and look where we are!" Jessica countered.

"Great conversation and all, but what say we concentrate on getting out of here?" Gwen quipped. The Inheritors teleport from Loomworld all the time. How do THEY do it?" She asks.

Jessica remarks, "They might have their own teleporters. Wish we could use the Great Web if it was here, and if we were allowed to use it in the-."

Suddenly, Silk's spider-sense starts tingling to incoming danger, "Spider-Sense! It's the Inheritors! RUN!"

Gwen glances around but doesn't sense anything, "But I'm not sensing any-." until her own Spider-Sense tingles a moment later, "THERE it is. How does she DO that?" She quipped.

**BGM-Spider-Man: Web of Shadows OST-Kingpin Henchmen 2**

A portal open in the sky as Verna, Brix, and Bora emerge with multiple Green Goblins, a Gwen Stacy's worst nightmare. "She's The Bride, girl. That makes her special. Down to her last drop of BLOOD. GET HER, MY PETS!" Verna commands her goblin hounds to attack the girls.

"No! She's ours!" Brix argues.

"'Ours'? Think again." Bora argues with her twin.

"Goblins! They've got GOBLINS!" Ruby remarks, much to her horror.

Brix wastes no time and blitzes for Silk, fiercely grabbing her by the neck, "Feel free to slay the other three. Only The Bride matters! And SHE'S MINE!"

**BGM End**

* * *

**Meanwhile on Earth-3145…**

"What are we still DOING here?! The fate of every spider that IS—of every spider that will EVER BE is at stake! MY BROTHER'S LIFE is at stake! Leave him!" Mayday snaps at Peter to leave Uncle Ben, who refuses to suit up, behind.

"No. We need him. _I _need him." Peter remarks sincerely.

"She's right." Uncle Ben dejectedly agrees with May while sitting down, leaning his back on the wall. "One more man won't make the difference. Especially me." He remarked.

"No." Peter kneels in front of his uncle. "In my world, Ben Parker makes ALL the difference. Every single day. Every moment in my life." He found his uncle's mask and shows it to him. "He was more than an uncle. More than a father. He was my _hero_. And he was a terrible liar. You KEPT the suit. You knew. Just like he knew. The one great lesson that he taught me. With great power must ALSO come great responsibility. Put on the mask _one _more time. Fight by our side. By _my _side." He sincerely tries to reason with his uncle to join the final fight, but it seems that not even the words of his nephew could convince him to change.

"No. A man with great power is still just a man. And men…men have feet of clay. They make mistakes. Great mistakes at _great _costs. I…I can't fail again." Ben somberly argues with his nephew.

"YOU'RE PATHETIC, OLD MAN!" Superior angrily snaps at Ben as he stands behind Peter.

"HEY!" Peter retorted.

**BGM-Marvel's Spider-Man (PS4) OST-Spider-Man**

"You, shut up!" Superior retorts before turning back to Uncle Ben. "So that's it?! You're afraid to fail—AGAIN?! TOUGH! I've lost more times than I've won, and every damn time I got BACK UP! That's all that matters!"

"This isn't helping…" Peter worriedly remarks as Superior kneels before the old man.

"When victory is easy, it's CHEAP! Every fight that's ever been worth fighting has been against adversity! Against a so-called 'unbeatable' foe! But there is no such thing! Every enemy has a weakness! You just have to find it! ONCE! You just have to win ONE TIME! SAY IT!" Superior rants to Ben's old face.

"One time." Ben remarks as he slowly stands up with some inspiration.

"We all have feet of clay. We all fall down. But in us is the spirit to RISE BACK UP!" Superior continues as he stands up alongside Ben. "It's not the power of the spider that makes any of us who we are! It's the will of the MAN! SO GET UP! GET UP, OLD TIMER and FIGHT!" He ranted, fully inspiring Uncle Ben to be a hero once again, much to Peter's surprise.

"I don't believe it." Peter said, since he still suspects Superior is Doc Ock in his body, which made that speech more surprising to him.

"YES! The man I was before that stupid bite—he never would have—Thank you, Peter. Both of you. For reminding me who I am." Uncle Ben remarked.

**BGM End**

**BGM-Marvel Ultimate Alliance 3 OST-Ultimate Alliance Returns**

He reaches for his old costume left on the floor and dramatically puts it on as he states, "One. More. Time."

"Fine. Whatever it takes. All right, spiders. Cat. Echidna. This is it. The final push!" Peter states, as his teleporter opens a portal to Loomworld for his entire Spider-Army to dramatically walk through.

"THE DIE IS CAST!" Superior Spider-Man shouted his catchphrase.

"No, no, no. _I'm _running the show. I get the big line. Spider-Friends, GO FOR IT!" The Amazing Spider-Man shouted.

"Nailed it." Spiderhog quips, as the Spider-Army sets off for the final battle.

**BGM End**

* * *

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Theme of Spider-Man**

**KFX Here: What a meaty chapter this was as both the Spider-Army and the Inheritors are ready for the final battle that'll decide the fate of the multiverse. The climactic conclusion to Spider-Verse is next! **

**Next time: The Prophecy coming to fruition! The decisive battle! The United Heroes Adventures enters its climax!**

**Question of the Chapter: How do you expect the final battle will work out? Who will fight who? Don't expect events from the comic being exactly the same in the Act 3 Finale.**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	22. Act 3 Finale: Super Web-Warriors

**BGM-Spider-Man: Web of Shadows OST-Main Menu**

**Amazing Spider-Man: Look out! It's your friendly neighborhood Spider-Man! The Inheritors plan to use The Other, The Bride, and The Scion in an ancient ritual that'll wipe out every Spider-Totem in existence. And what's worse, they want to use the Chaos Emeralds to revive their father, Solus. Benjy's already in their hands. Silk's running around in Loomworld. And some of my friends were captured by these creeps. There's no time. We have to invade Loomworld. All or nothing. Our final push. Spider-Friends, GO FOR IT!**

**BGM End**

* * *

_Act 3 Finale: Super Web-Warriors_

**Earth-3123**

**BGM-Ultimate Spider-Man (Game) OST-Final Game Cinematic**

"Uncle Ben! W-Who is that?" A non-powered teenage version of Peter Parker asks his uncle as they are currently being threatened by Karn and his spear inside the comfort of their own home.

Ben stands in front of his nephew to protect him as he replies, "I don't know, Peter, but stay back. Whatever it is, I'll-."

"Ignorant mortals." Karn insults them. "I have no interest in you. I am here for the Spider-Totem…which on this world, I sense is-."

"Me."

The men turn around facing Aunt May in a red-and-blue spider costume, meaning in this world she's the Spider-Totem hero known as Spider-Ma'am. This sudden reveal surprises her relatives as Peter remarks, "A-Aunt May? YOU'RE the Spider-Ma'am?"

"Yes, Peter. I'm sorry I kept it from you, but I did it to protect you. The same reason I'm doing this." May says as she puts on her mask and confronts the Inheritor. "I can sense you're too strong to fight. If it's me you want, go ahead—kill me. I've led a good, long life. Just don't hurt my husband and nephew." She surrendered herself willingly, if only to protect her family, much to their dismay.

"May, NO!" Ben shouted.

"I…" Karn hesitates to devour her, as May sincerely reminds him of his deceased mother. The mother that he failed and accidently got killed by the Master Weaver centuries ago. "You remind me of…another like you. Brave. Strong. Yet loving…I wish…" He hesitates for another moment before making up his mind as he clenches tightly on his weapon. "No. Destiny cannot be denied. I must earn my way back to my family. But know your death will be quick. As you have touched me as few others." He said, ready to kill Spider-Ma'am until he was interrupted by certain people.

**BGM End**

"Can _I _get in on that?"

**BGM-Ultimate Spider-Man (Game) OST-Final Mega Battle**

Karn turns around just as Spider-Punk smashes his helmet with his guitar. "Anybody ever touch you with a FENDER before?" He quips, as the rest of Anya's group arrive through the portal to fight Karn.

"Pavitr! Get the Parkers to safety! Spider UK, Ashley, Salem, try to disarm Karn!" Anya commanded.

"Not sure who died and made you boss, kid." Ashley quipped.

"Listen to her, child." Salem remarks stoically.

Karn furiously smacks Spider-Punk across the room shouting, "You will ALL die today. By the bones of the dead gods, I am so weary of this endless conflict!"

"I know, Karn. I also know you're not like your relatives. It's all in this scroll," Anya states, as Salem stuns him with her magic for a brief moment. "That you kill to _survive_, not for pleasure. How your family _banished _you. Your endless quest for redemption in their eyes." She reveals to Karn that the spiders know his backstory.

"I know not how you came by this knowledge, but if you think it will enable you to defeat me-." Karn retorts until Salem stuns him with another blast.

"You got it wrong, mate. We're not here to fight you." Billy webs his spear and yanks it to Ashley's hand. "We're here to ask you to JOIN us." He offers the immortal hunter to join the Spider-Army.

"You're desperate indeed. Or MAD. Do you realize what I AM? Does the lion ally itself with the gazelle?" Karn responds with a powerful clap, unleashing a devastating shockwave that blasts Spider-Punk, Spider-UK, and Salem across the room, but Ashley was able to duck under his attack in time.

"I knew it. The lousier the parents, the more the kid thinks it's their fault." Ashely quipped.

Salem recovers before most of her allies as she tries reasoning with him, "Do not forget, Karn, that _you_ were the one who forced me to side with one of my greatest enemies to fight you. The two of us are a lot alike. I had a father who locked me away. A lover who betrayed me. I have wandered my world alone for many centuries and wanted to end myself at one point, only to become _this _as punishment." She compares herself to Karn.

Meanwhile, Pavitr helped the Parkers escape as he reasons with the exiled sibling, "I understand obligation to my family better than most. But your family betrayed those obligations long ago. They claimed to punish you for your mother's death. But the truth is, they sent you away because they feared you. Because you questioned them."

"None of that matters! I must feed on animal totems to live!" Karn swings a right hook at Ashley, but she ducks and tackles him.

"Oh yeah? Who told you that?" Ashley quickly grabs his spear and stabs him in the chest. "The same kinfolk who said you could come back and live with them like one big happy family if you just killed enough spiders? And that was HOW many hundreds of years ago?"

Being stabbed doesn't stop the confused outcast from choke-holding Ashley, "Th-There is _another _way? You have the means-." He remarks, as their words slowly have an effect on him.

Anya steps in holding the scroll and tells him, "We don't, no. But your family—if you help us BEAT them, we could use _their _technology to find alternatives-."

Karn furiously throws Ashley at Anya, interrupting the spider-girl as he removes his spear from his chest, "Damn me for hoping! Curse me for the fool I am! My family cannot be defeated. Not by the likes of you…or me!"

"That's what the power structure WANTS you to think! That there's no hope." Spider-Punk dashes in with a brutal headbutt to his chest. "That's when you gotta stand up and FIGHT! You wanna die on your feet or live on your knees?"

"It is useless to defy fate. The natural order-." Karn retorts as Spider-UK webs him tight to calm him down.

"Who says there's only _one _natural order? How many worlds have you been to? I've seen multitudes. They're all beautiful…and different." Spider-UK remarks as he finishes webbing him up. "According to the scroll, you wanted to explore their beauty. Record it. Celebrate it. Not bring death and destruction." He said calmly to the outcast.

"And as for fate…" Anya approaches him. "Who knows more about it than the Master Weaver? And who do you think gave us this?" She shows him the mystical scroll, much to Karn's shock.

"Th-The Weaver…?" Karn remarked.

**BGM End**

The outcast easily rips himself free from the webbing as the spiders surround him. "We took a big risk, telling you that. You could let your family know what he did. Undermine all our efforts." Pavitr said to Karn.

"They'd probably even take you back. But they'd still be laughing at you when you left the room. Still treat you like the red-headed stepchild." Spider-UK remarked.

"Or you could join with us. Fight for the side of life. Of hope." Pavitr said words that are finally convincing Karn to change his ways.

"My hunger…can be intense. Uncontrollable." Karn stated.

"We can help. We'll let you take a little bit of lifeforce from each of us. Enough to keep you going." Anya suggested.

"Wait, WHAT? I didn't sign up for that!" Ashley retorted.

"I'm immortal. I can spend some of my lifeforce." Salem remarks calmly, willing to let Karn have some of her life energy.

"No one who's not willing has to do it, Ashley." Anya remarked before facing Karn. "She has a point. It's a risk…a big one. But you're taking one too, so it only seems fair." She said to him.

"You would truly…after all I've done, all those I've killed-?" Karn remarks, surprised that the spiders are willingly to trust him.

"You have spoken of fate, as if it is predestined. I believe we can create our own fate, through our thoughts, words and deeds. Let us do so now." Spider-UK said.

"All this time…it was a lie. The centuries I suffered, the pain I inflicted…none of it had to happen." Karn collapses on his knees, lamenting on his history and his horrific actions across reality in deep regret. "My family told one truth. There is no greater wretch than me." He remarked.

"No one is beyond redemption. It will be a long journey, but that is nothing new to you, is it? Let us help you take the first step." Spider-Punk respond sincerely.

"Whatever happens…I thank you." Karn said sincerely as well.

Spider-Punk places a comforting hand on his shoulder, "Thank us by not killing us. Go on, do what you gotta do."

The spiders stand in a circle as they allow Karn to willingly absorb some of their individual life energy to return him to full strength, much to their weakened health and dizziness. "That…will do. For now." Karn stated.

"See? We all took a chance…and it paid off." Anya replies, as she and Salem willingly help Karn on his feet. "Let's hope it was just the first of many." She says, as Spider-UK opens a portal that'll lead them and the newly-recruited Karn to the final battle on Loomworld.

And while the spiders are leaving with their newest recruit, Spider-Ma'am and her family watched everything from another room in great confusion. "Well, THAT was weird." Peter quips with a raised eyebrow.

* * *

**Earlier…On the streets of Loomworld…**

**BGM-Marvel Ultimate Alliance 3 OST-Knowhere to Run**

"Of ALL the bad guys on all the worlds, Verna throws GOBLINS at us? Gwen, you okay?" Spider-Woman asks, as she and Gwen are having trouble battling against a horde of Goblins.

"Is that what these ugly things are?" The unmasked Spider-Gwen responds, taking some damage to her costume.

"Just…be careful against them, okay?" Jess remarks, as she doesn't want another Gwen Stacy to die against a Goblin.

During the fight, Jessica notices a portal opening in the sky as the Spider-Army arrive to join the fight. "Heads up. We've got company. And about time." Jessica remarks with a relieving smile.

"You seeing this?" Superior asks his amazing counterpart of the goblins.

"A Goblin army! And Gwen's in the middle of it! Left flank, take out the ones in the air. Mayday! Uncle Ben! Get Gwen out of there. Osborn's mine!" Peter commands his team, as he too doesn't want another Gwen to die by a Green Goblin.

Surprisingly, Gwen retorts to Peter stating, "NO! Don't you DARE, Parker! I can save MYSELF!"

"Everybody, hold. If Stacy says she's got this, she's got this." Peter puts his confidence in Gwen that she can handle herself. Gwen demonstrates her independence as she jumps into the air towards Osborn, easily defeating him with a spinning kick to the face.

Jessica remarks to Gwen's victory saying, "Nice. But we gotta go. While Gwen and I were distracted by Verna's pets, the Inheritors made off with Silk. Said they were taking her to the Great Hall. Ruby pursued them but was most likely captured."

"Then we gotta hurry and save them." Blake remarks, worried for her friends.

"Thanks for trusting me on that." Gwen thanks Peter for putting his faith in her.

"No. Thank you for showing me that today, _anything's _possible." Peter replied.

Mayday retorts, "Enough! Focus! The Inheritors have my brother…and Silk…if they already revived Solus, we'll be in for the fight of our lives! Don't you all understand? They could be performing that sick ritual RIGHT NOW!" She states that their time is running out.

**BGM End**

* * *

**The Great Hall**

**BGM-Mega Man ZX Advent OST-The Chosen One**

"WAAAH!" Ruby exclaims, as Bora mercilessly throws her into her own cage and locks it up alongside her other captured friends.

"Father! We brought more bait to lure The Other." Bora informs her resurrected father.

"Good work, children. I can smell his scent here on Loomworld. The Bride and The Scion are ready for the ritual. The prophecy is coming to fruition!" Solus grins maliciously, as Benjy and Silk are entangled on the Web of Life and Destiny.

"So Ruby, I see you also bought a front-row ticket to witness spider-geddon." Sonic casually jokes to his fellow prisoner.

"Sorry. Wanted to save you guys, but ended up getting me and Silk captured. Who's the scary old man?" Ruby responded.

"I am something you have never seen before. I am Solus. I herald the death of you and ALL spiders." Solus terrifyingly introduces himself, as he confronts the shivering imprisoned Huntress.

"That's good to know…I guess." Ruby quips, while scared deep to the bone.

The Inheritor King turns his attention to Morlun and tells him, "Morlun. As the heir to the throne, and my favorite son, I appoint you to complete the prophecy. To protect our kingdom and put an end to ALL SPIDERS. I will personally capture The Other when he arrives."

"As you wish, father." Morlun whips out a sacred knife that'll be used to spill the blood of the three sacred totems onto the Great Web. "Daemos, stay by my side. Brothers. Sisters. To the gates! Hold them. Crush them. Kill them. Bring The Other, and then do NOT disturb me." He ordered his siblings, assigning them to their tasks that'll help them win this war against the spiders.

**BGM End**

* * *

**Outside the Great Hall**

**BGM-Spider-Man: Web of Shadows OST-Symbiote Boss**

The twins, Verna, and Jennix run to the gates as they spot the Spider-Army coming to them. "Here they are now! What sport this shall be!" Jennix grinned.

"Don't be clever, children. There is not time for skill or craft. You are NOT to play with them. Capture The Other, but EXTERMINATE the rest. Plain and simple." Verna sadistically advises the twins.

"And no fun at all." Brix quipped.

"The things we do for family." Bora remarks as the siblings leap towards their prey for extreme extermination.

Peter stops for a sec, noticing the Inheritors about to pounce onto them, "Four Inheritors, guys. I know this looks bad. We haven't faced odds like this before. But here's the thing, we don't have to. MILES. Lock in on this position. You ready?" He contacts his protégé.

'_Just give the word, Pete!' _Miles responded.

"NOW!" Peter shouted.

Just as the Inheritors are about to attack, a huge portal opens above them as Miles drives the Spider-Mobile out of it along with dozens of spiders he has recruited from throughout the multiverse, much to the Inheritors' shock.

"WEB WARRIORS! On me! Let's give 'em hell!" Miles shouted, as the spiders clash intensely with the powerful Inheritors.

"C'mon. They've got this." Peter said to Superior, placing his confidence in Miles' large group to defeat the Inheritors.

"Really? You're putting your faith in THESE misfits?" Superior remarks, questioning Peter's competence.

"Yeah. Haven't you figured it out yet? We're Spider-Men. We're ALL misfits." Peter quips, as he leads Superior and another group of spiders into the great hall to save their friends.

Jennix quickly overpower some of the spiders trying to fight him, and just before he could kill one, an extremely angry person yells, "JENNIIIIIIX!" as the Inheritor is furiously punched in the face and knocked away skipping on the ground.

The Inheritor recovers and snarls that it was Scarlet Spider who punched him, as he's joined by Blake, Ultimate Spider-Woman, and Spider-Ham. "YOU! You are the spiders that ruined my family's immortality!" He retorts, recognizing the spiders that destroyed his cloning facility.

"Good! 'Cause I want you to STAY dead after what you did, you son of a bitch!" An enraged Kaine pops his stingers as this is chance for revenge after Ben Reilly's sacrifice.

"We are going to _avenge _Ben Reilly, if it's the last thing we do." Blake swears vengeance as well, unsheathing her blade as she's ready to fight Jennix again.

"No more! I swear we are not losing one more man today." Ultimate Spider-Woman swears.

"Or woman." Spider-Ham remarks.

"Or woman."

"Or pig."

"Shut up."

**BGM End**

* * *

**Meanwhile inside the Great Hall…**

**BGM-Spider-Man: Web of Shadows OST-Final Boss**

Morlun approaches Silk with his knife as she's tangled on the Great Web and is too weak to move. "The Bride. The spinner at the center of the Web. Second bitten. The unseen silken thread…Pulling on the hand of fate." He stated.

"N-Nothing you're saying m-makes any sense. It's—It's all just blah blah blah…" Silk weakly jokes to his face.

"The old man never told yo who you _really _are, did he, Silk? A pity. Now you'll die, never knowing. The first cut." Morlun cuts her palm, which pains her, spilling the Bride's blood onto the Web. "And as your blood flows through these skeins…no Spider-Totem shall appear by chance." He stated.

"_Curses, magic, and unwanted luck…midwives to all-new spiders now scurry, hide, and are seen no more. The Web is untangled. Its end draws near." _The captured Master Weaver stated.

Morlun approaches The Scion, which is Benjy Parker, "The Scion. The youngest spider in all creation. Once I cut you down, then it'll be The Other. Once his blood stains the Great Web, across all time and space, it's legacy will be no more. It shall find no new hosts. Then the act is done. No new totem shall arise. No more spiders will be born. No new age can begin." He proclaims.

As Morlun sinisterly prepares to impale Benjy, much to the captured heroes' horror, a last-second thwip is heard as a webline yanks the knife from his hands. "NOT NOW!" Morlun retorted.

Sonic smirks, recognizing who spun that webline as he and his four friends turn to their amazing savoir. "What took you so long?" He joked, staring at the Amazing Spider-Man and his team of spiders and Knuckles as they arrive to the scene.

"Sorry we're a little late. Had to push through the welcoming committee." Peter quipped.

"The Other has arrived. As predicted." Solus remarked.

"Proceed, brother. Use your hands. Your teeth if you must. Father and I will dispose of these vile little bugs and deliver you The Other." Daemos said to his brother.

"Vile?! WE'RE vile? You were about to cut open a BABY! Know what, Great Hunters? Spider season is OVER! It's dirtbag season. GET 'EM!" Peter commands his team to strike the hunters with everything they got.

"Agreed! Daemos is MINE!" Superior claims, leaping towards the elder hunter with his spider-arms.

"Me and Gwen got Morlun! You take care of Solus since you're the only one who can really hurt him!" Spiderhog says to Peter, as he and Gwen fight Morlun.

"Alright then, grandpa! Let's dance!" Peter quips, web-striking towards the father of the Inheritors for an epic showdown for the ages.

"I'm YOURS?" Daemos easily defeats Superior as he viciously destroys his waldoes. "You straggly little piece of meat! I will sup on your bones for that! What arrogance! NO ONE lays claim to Daemos the Devourer!" He proclaimed.

"WRONG! I DO!" Mayday attacks the murderer with a furious kick. "You KILLED MY PARENTS! EVERYONE I'VE EVER LOVED! I swear I will see you DEAD!" She declares while throwing everything she has against Daemos.

"Spider-Man! You may have held your own against my children, but you have never faced anyone with my power! I will shatter your bones and spill your blood on the Great Web to end your existence!" Solus engages Peter to a one-on-one battle, as he fiercely slams his fists on the ground as the hero jumps away from him.

"So, you must be Solus. Has anybody ever told you that you look sort of like Santa's grumpy brother?" Peter quips, barraging him from the distance with web bullets that doesn't affect him much except making him angrier.

"Your disrespect only shows how foolish you are! I will make sure your death is especially painful!" Solus claps his hands, unleashing a devastating shockwave that smashes Peter through several pillars in the room.

"That was a bit painful. Could use a little help here! UNCLE BEN?!" Peter calls out to his uncle, but he's kneeling down next to the Web of Life.

"I…I wish I could stay and help you. This web…it has portals away from here. I have to-." Uncle Ben respond as the Web warps him away to an unknown dimension.

While the Inheritors are too focused fighting the spiders, Knuckles and Spider-Rose found the keys that'll free their captured friends from their cages. "Guys! We have the keys to save you!" Spider-Rose said to them.

"Spider-Ruby! Knuckles!" Yang exclaims in joy with a big happy smile to being rescued.

"_Oh_, man. Knux is rescuing me. He's _never _going to let me live this down…" Sonic joked.

"You know it." Knuckles quips, as he and Spider-Rose unlock their cages and free their friends.

"We're free!" A joyful Tails jumps out of his cage.

"Thanks, other-me." Ruby thanks her counterpart.

"You're welcome." Spider-Rose remarked.

Free from her cage, Amy summons her hammer and holds it confidently near her shoulder stating, "Now it's time for US to join the fight."

Yang smashes her gauntlets together, cracking her hands as she's determinedly eager to enter the brawl, "We may not be spiders, but we'll do everything we can to help them win this!"

"Hold on!" Sonic stops his friends before they rush into the fight. "Even if all of us work together, it won't be enough to beat Solus. Even Peter as The Other is barely holding his own against him." He stated.

"Then what should we do?" Spider-Rose asks him.

Sonic looks at the seven Chaos Emeralds still embedded onto the Great Web, smiling as he comes up with a super idea, "We give him an _amazing_ power boost!"

Meanwhile, Peter is furiously bashed around the room by Solus as the best he can do for now is dodge his incredibly powerful attacks with his reflexes. As Peter lands in front of Solus and is about to be punch again, some backup arrive in the form of Sonic's group assaulting the Inheritor. "You're free!" Peter notices his rescued friends.

"Pete! Go to the Web and be 'super'! We'll hold him off!" Sonic urgently points him to the Great Web, hinting to him his plan.

"We're thinking alike!" Peter remarks that he had the same idea all along.

"Before you go." Yang stops him for a moment to give her boyfriend a good luck kiss, as two lovebirds embrace each other. "Kick his ass, wolf. I'll deal with his naughty children." She smirks confidently at Peter.

"Got it." Peter nods, leaving to the Great Web as Yang and the others hold their own against Solus.

Despite their greatest efforts, it didn't take long for Sonic's group to be quickly subdue by Solus' godlike strength and left lying helplessly on the floor. "Foolish children. Only The Other is capable of providing a _worthy _challenge. What did you hope to accomplish fighting me?" Solus mocks the defeated heroes.

"Ever heard of a little thing called a distraction?" Sonic weakly quips with a cocky smirk at Solus.

**BGM End**

Suddenly, a powerful golden beam flies through the room as it hits Solus directly in the chest, blasting him to the wall as he painfully grunts, "RRRAAAAGGHH!"

**BGM-Spider-Man: Far from Home OST-An Internal Battle**

"A SUPER distraction!" Peter returns to his friends with a new gold-and-white costume, hovering in the air while surrounded by an immensely powerful golden aura that puts a smile on his friends' faces. "Thanks for the cover, guys. Go stop Morlun and Daemos. I'll take care of daddy here. You said I can give you a worthy challenge? Then let _Super Spider-Man _give you a worthy BUTT-WHOOPING!" Super-Spider-Man taunts the great Inheritor as he's now powered up with the seven Chaos Emeralds.

"Interesting. The Other has evolved in ways unlike before. You are _truly _worthy to be the ultimate prey! And to die by the hands of the ultimate hunter who has inherited the multiverse as its god!" Solus grins maliciously, eager to fight Super Spider-Man in an ultimate showdown.

"Then it's SHOWTIME!" Peter dashes towards Solus at insane speeds, instantly uppercutting the hunter through the ceiling before he could blink. He flies out of the great hall to the skies of Loomworld to continue his fight with Solus. "How's this for a web-swinging smackdown!" Peter explodes into a blur of motion, beating down his foe with a Super Maximum Spider.

"A formidable opponent indeed! I have waited centuries for this! I've never felt more alive!" Solus breaks free from the lightspeed assault by violently punching Peter during his attack, slamming him to the streets. "I will defeat you, just like how my son defeated that cosmic spider!" Solus taunted.

"You sure about that?" Peter charges up incredible amount of energy to unleash a large beam that consumes Solus. "Your son got his hands on his cosmic life energy. I won't make the same mistake as I'm running off unstable CHAOS energy!" He quipped.

"You think…you're the…only one…" Solus amazes Peter by brutally walking through his beam as he puts in more power into it, but Solus reaches him and delivers a devastating punch that smashes the spider through a building that collapses on him. "I absorbed energies from those emeralds when I was resurrected." He said, stating he gained extra power from the Chaos Emeralds as well.

Much to his shock, he sees Peter fly out of the rubble completely unscathed. "Clearly not enough!" Peter quipped. Spidey blitzes towards Solus, barraging him with a Super Crawler Assault followed by a stylish spinning kick to the neck, "I'm invulnerable in this state! More immortal than you Inheritors ever were! And a lot more creative!" He then bounces off his body to the air, charging up a large energy sphere in hands and fires it down on Solus as an enormous barrage of energy bullets over a wide range.

Solus growls angrily as he's slowly being buried by the relentless energy barrage. A dark purple aura explodes from his body, deflecting the blasts as he shouts, "Foolish totem!" He jumps high into the air, meeting Super Spidey with a brutal heavy punch to his gut. "You think you can stand against me, but you are nothing more than a snack." He uses the chaos energy he absorbed from the emeralds to blast Peter through several tall buildings throughout Loomworld, causing devastating damage to the kingdom.

Thinking quickly, Peter spins a large web net to catch him. "I'm a snack, huh? Well, get ready for a serious case of pre-emptive indigestion, because this food is gonna fight back!" Peter quips, bouncing off his web, catching several pieces of falling debris with his webbing and swiftly throws them back at the flying Solus. The mighty hunter punches through his attacks like they were nothing and tries to attack Peter, but the webslinger seamlessly dodges his punch with his Hyper-Sense and jumps over him while charging two energy spheres in his hands. He then launches them, pushing Solus to his web net as he furthers bombards him with a flurry of blasts. He then creates energy spider-arms to help him charge up a gigantic beam in his hands and fires it directly at the entangled hunter.

A gigantic explosion formed from the collision, but much to Peter's surprise, Solus survived as he leaps from the smoke, wounded and greatly enraged. "YOUR ARROGANCE WILL BE REWARDED WITH DEATH!" Solus declared. With one devastating punch to the face, Solus slams the hero onto a colossal crater formed upon impact.

Gratefully, Peter easily survived his colossal attack because of his invulnerability as it simply gave him a headache, "Aaargh! I know I'm invulnerable, but man, that guy can pack a punch. Even that Spider-Hulk I saw would go nighty-nighty from that." He quipped, complimenting Solus' insane strength.

The super spider spots Solus landing across from him as he stands confronting him again. Solus laughs amusingly as he compliments Peter's strength, "You are proving your mettle, Spider-Man, but you know it'll take more than that to defeat me! Soon you'll exhaust your power, and then I will reign supreme!" He mocked.

"Am I supposed to be worried? Look at everyone here. What's there to worry about?" Peter quips confidently, as they are confronting each other around the same battlezone where the massive Spider-Army are clashing evenly with the four Inheritors. Meanwhile, Peter sprouts his energy waldoes from his back and taunts Solus saying, "I won't rest until you fall down, you smelly ol' geezer! Hope you're ready for round two!" He darts at lightning speed towards the great hunter.

"Come on!" Solus grins eagerly, getting his fists ready to continue his intense battle with Super Spider-Man.

**BGM End**

* * *

**Meanwhile at the entrance hall…**

**BGM-Spider-Man: Far from Home OST-High and Flighty**

"Look at how they keep scurrying out of these infernal holes. How many of these filthy, disgusting bugs are there?" Verna mocks the many spiders she's fighting, holding her own against a squad of them.

"It matters not, dear sister." Jennix remarks, ruthlessly pushing back Kaine, Blake, and several other spiders. "We Inheritors far overpower any number of totems they can throw at us." He arrogantly claims.

While the Inheritors battle the Spider-Army, they notice a portal appear in the hall as Karn arrives through it, returning to Loomworld after so many millennia. "Home. After all these centuries…I am finally _home_." Karn remarked.

"Karn! Did father's return mean the end of his exile?" Bora questioned.

"HA. With him on our side, this day is as good as won." Brix grinned.

"On YOUR side, brother? For eons this family has spurned me. Shunned me. Brought me nothing but PAIN. I renounce my inheritance!" Karn spurns them, as the Inheritors see he is soon joined by Salem's group of spiders out of the portal, much to their shock. "From this day forth, I fight on the side of the _righteous_!" He stated.

"And that'd be us." Spider-UK quipped.

"You heard metal-head! FIGHT THE POWER!" Spider-Punk shouts, leaping into action.

"FREE THIS WORLD!" Karn declares, fighting his siblings with his spear.

"Free EVERY world!" Anya declared.

"Well said!" Spider-UK fires his webbing at the Inheritors.

**BGM End**

* * *

**Inside the Great Hall…**

**BGM-Spider-Man: Far from Home OST-Happy Landings**

"CATCH!" Spiderhog tosses his counterpart a power ring to power him up.

"Thanks, other-me!" Sonic catches the ring, drawing upon it to temporarily make himself more powerful. The hedgehog uses his new strength to barrage Morlun with powerful Homing Attacks while he was distracted with Knuckles and Gwen. Meanwhile, Spiderhog curls himself in a webbed spinball as he charges up a Light Speed Attack, then joins his counterpart on the assault.

Morlun exasperates as he quickly swings his arm on the hedgehogs, knocking them onto a wall. Immediately after, Spider-Rose combines her webbing into her Semblance as she flies into the hunter, hitting him with a flurry of dash attacks using her scythe. Before Morlun could counterattack, Ruby shows up using her Semblance as she swings her scythe smacking Morlun's back, knocking him to a large web blast from Spider-Rose's gun that slides him away.

"This is all going horribly wrong…WHY?! What is it? What am I missing?!" Morlun angrily asks, expressing confusion as to why the Web isn't disintegrating.

Spiderhog starts mocking his 18th-century fashion sense, "Didn't want to be one to tell you, but _nobody's _wearing cravats anymore. And don't get me started on the crushed velvet jack-."

"Stop trying to distract me-!" Morlun retorts as he ruthlessly throws the Rubies at the hedgehogs."

"You…You've already lost. C-Can't you sense it? The ritual stopped. The W-Web is healing." Silk weakly sneers at the Inheritor.

Morlun retorts, "Impossible! I have everything that is required! Your blood. Soon my father will bring the blood of The Other. And soon the sweet, sanguine blood of this swaddled infant-." As he prepares to spill the blood of the Scion and continue the ritual, he is kicked in the face by a naked Peter Porker.

"WHAT IS THIS?!" Morlun retorts in great surprise at the naked pig.

"Somebody small, pink, chubby, and packin' a mean left hoof." Porker quipped.

"But HOW?!" Morlun retorted.

"Easy. When you weren't looking, me and the old timer pulled the ol' switcheroo. And the little piggy you're after went wee wee wee all the way home." Porker reveals that Uncle Ben switched him with Benjy and took him to a safe dimension. "Face it, pal, you just got hamboozled!" He quipped.

"Damn you!" An enraged Morlun tries to attack the pig, but he quickly evades him. "How can this be happening?! How can everything be unraveling so fast?" He angrily asked.

Suddenly, his father is smashed through the wall by a large webbed fist from Super Spider-Man. "Because everything is going according to _my _plan." Peter mocks the increasingly unhinged Morlun.

"No! You're a bug. A speck. Nothing special! I have seen into your soul and you are little more than a minor irritant!" Morlun insulted him.

"Look again. I'm an _exceptional_ irritant. Now let's DO this! I'm on a roll!" Peter turns to his teleporter, contacting a certain future spider. "Miguel, you ready?" He asked.

'_One or two more adjustments-.'_

"Forget 'em. Come in with whatever you've got. Time to bring out the BIG GUNS!" Peter remarked.

**BGM End**

* * *

**Meanwhile at the entrance hall…**

**BGM-Marvel's Spider-Man (PS4) OST-Eight Years in the Making**

"**Someone please stop him. This really hurts." **Peni pleads for immediate assistance, as her head is brutally slammed to the ground by Jennix, as he's ruthlessly holding Mangaverse Spidey's head.

"What a fun, little plaything you have, child. I'd love to open it up and see how it-." But then Jennix was suddenly interrupted by the timely arrival of Miguel, Weiss, Lady Spider, and Six-Armed Spidey riding the repaired Leopardon through a portal.

"Sorry we're late. Had to patch this guy up with some future tech." Miguel quipped.

"And Radioactive Dust, courtesy of the Schnee Dust Company of 2099!" Weiss remarked, as Leopardon effortlessly grabs the surprised Jennix with one hand.

"LEOPARDON! You have returned! I knew you were invincible!" Supaidaman is delighted that his robot is repaired.

Weiss spots Blake fighting some Inheritors alongside Kaine and reaches into her pouch, grabbing a magazine filled with Radioactive Dust vials. "Blake, CATCH!" She throws it at the faunus, who catches it.

"Weiss! What is this?" Blake asks her about the vials.

"Weren't you paying attention? It's Radioactive Dust. My granddaughter from the future gave us some! The Inheritors are extremely weak to radiation! We can use that to our advantage." Weiss quickly explains.

"Thanks, Schnee." Kaine remarks, much to Weiss' shock.

"Did Kaine just say thanks? What did I miss?" Weiss quips since she always thought that Kaine doesn't have manners.

"A lot. But soon it'll all be over." Blake replied.

"In the meantime, let's create some havoc." A sinister-sounding Kaine cracks his sprained neck, popping his stingers as they press their advantage against the Inheritors.

**BGM End**

* * *

**Inside the Great Hall…**

**BGM-Marvel's Spider-Man (PS4) OST-Destroying Your Own Creation**

"You think yourself so clever, Spider." An enraged Morlun sneers at Peter, furiously punching the invulnerable super-spider.

"Well, out of the two of us, _I'm _not the one who got faked out by a pig in a blanket." Peter quipped.

"Your precious parlor tricks mean NOTHING! I KNOW where you've taken the child. The Scion SHALL be reclaimed. All you have done is delay the inevitable!" Morlun retorted.

"Agreed, my son." Solus remarks as he viciously punches Super Spider-Man across the room, smashing him to a wall. "All the power in the world won't change the fact that your kind HAS no future!" He claims as he dashes towards Peter while he's down, but was suddenly trapped inside a large mystical barrier formed by an arriving Salem.

"Salem?!" Peter remarks in shock to see her save his life.

"That won't hold him for long. We must act now, and I have an idea! You must destroy Solus' body!" Salem said to the hero.

"We've had this discussion before. I'm not condoning murder." Peter replied sternly.

"You misunderstand. Listen closely…and think again." Salem whispers her idea to Peter's ear, as he's slowly impressed with the plan.

"Oh. Okay, that sounds…interesting." Peter remarked.

Their attention returned to Solus, as he quickly smashes himself free from Salem's barrier. "Hurry. I will get him into position." Salem says to Peter as she charges up her magic.

"Hope you know what you're doing." Peter replies before teleporting away.

Salem blasts Solus with her strongest attacks, only for them to have little effective against the laughing Solus effortlessly walking through them like it's a breeze. "Ha! You do not possess ANY strength to wound me, child!" Solus chokeholds the sorceress, raising her from the ground. "Your immortality. I will drain you until you are nothing more than a withered husk and eradicate ALL spiders. This battle is over. I win." He claims that the Inheritors have won this war.

"Don't get ahead of yourself!"

Suddenly, Solus is blasted in the back by a powerful blast from Super Spider-Man, strong enough to force him to release Salem from his grasp. Peter quickly infuses a massive amount of energy into his right fist as he dashes headfirst towards Solus. "A lot of people are counting on me to take you down! They're pushing me to rise and become GREATER than I ever was before! Hope you're ready, 'cause THIS IS GONNA HURT!"

Spider-Man launches a devastating punch charged with chaos energy, sticking itself inside Solus' body. "This is nothing!" Solus proclaims as he gets ready for a powerful counterattack. Suddenly, Peter's lenses glow a frightening red as he's tapping into the strength of The Other, much to Solus' shock, "What?!"

"HORYAAAAAA!" Peter lets our a ferocious roars as his aura explodes with energy, tapping into all the power of The Other and the Chaos Emeralds into his fist as the energy swells up immensely inside Solus to the point of causing him sheer audible pain.

"GRAAAAAAAAAAAGH!" Solus yelled in incredible pain that everyone else in the room stopped stun to watch him being overpowered.

"Father!" Daemos shouts, stopping his fight with Yang, Mayday, Tails, Amy, and Spidey Noir.

"Is he…?" Spiderhog remarks in shock, as he seems to recognize the power Peter is attempting to use.

"He's using Chaos Control. Now I get it!" Sonic smirked, understanding Peter is using Chaos Control directly on Solus for a certain purpose.

"CHAOS CONTROL!" Peter shouts as he activates the super-charged Chaos Control inside Solus' body.

"GAAAAAAAAAAAA…!" Solus yells as his body slowly cracks from the overwhelming energy building inside him.

**BGM End**

Then, his body explodes as the ground cracks and partially shatters from the incredible explosion that almost blew everyone away. As everything including the dust settles down, everyone sees a depowered Spider-Man standing in the crater with no sign of Solus around.

"FATHER!" Daemos yelled, as it looked Peter killed Solus.

"YOU MURDERER!" Morlun shouted angrily.

"Did he really…" Yang remarks in absolute shock that Peter did something that he swore he'd never do.

"Nope. I don't think so." Sonic smirked, knowing what Peter did.

"Calm down, everyone. Solus is not dead. He just doesn't have a body to walk around anymore. Unless you count his life essence trapped inside a crystal as his new body." Peter quips, raising into the air to show everyone a crystal that allegedly holds contains Solus' thoughts and essence.

"He used Chaos Control to turn him into a crystal? Is that possible?" Tails remarks in shock.

Salem responds to the fox's question, "A fully-charged Chaos Control can _alter_ reality, and we are standing in the _center _of reality, in proximity of the Great Web that _controls _reality. It is a simple magic trick." She said, revealing that was her plan to Peter to stop Solus without actually killing him.

"Simple, she says. She's not the one drained of their super form." Peter quips, as that technique used up all of his energy and turned him back to normal.

**BGM-Marvel Ultimate Alliance 3 OST-Infinite Madness**

"CURSE YOUUUUU!" Morlun furiously tackles Peter, as he's no longer in his invincible super form, causing him to accidently throw Solus' crystal onto Mayday's hands.

"So this crystal is the new Solus, huh? Bet I can snap this in two." Mayday remarked.

"DON'T! Lord Solus lives in that crystal-!" A frantic Daemos retorts, before he was kicked away by May.

"So you're saying I hold _your _father's life…in _my _hands?!" Mayday says as she slowly cracks the crystal, therefore slowly killing Solus as revenge for the death of her parents.

"Can SOMEONE help me out here?! I'm not 'super' anymore, so I'm _very _vulnerable to death!" Peter quips, doing his best to avoid Morlun's ferocious attacks.

"Very well." Superior responds from a certain area. "Once again it falls to me to find a _superior _solution. One that the REST of you were too blind to see. Blind…or _gutless_." He proclaims as he mercilessly slits the Master Weaver's throat in front of everyone in the room. "The Other. The Scion. The Bride. That's all any of you Inheritors could talk about. Well, whatever this backwards ritual of yours is, try performing it without your 'Master Weaver'." He killed the Master Weaver, much to everyone's mutual horror.

"That was the Weaver of—of—of—the Web of Life and Destiny." Morlun remarked.

"He didn't…" Salem remarks in shock.

"Otto…" Peter remarks.

"DUDE! You just killed the GOD of the multiverse!" Sonic shouted.

"You madman! Do you know what you've DONE?! All of history! Our future! The nature of REALITY itself!" Morlun retorted in great horror that Superior might've doomed the multiverse.

"That wasn't part of the plan. That was NEVER an option! We're heroes, damn it. And heroes don't kill." Peter harshly criticized Superior's actions.

Seeing the merciless death of the Master Weaver before her very eyes causes a change in Mayday's heart as she takes off her mask. She takes another look at the crystal that would've killed Solus if she went ahead and snapped it through her vengeance. "I…I am Mayday Parker. Daughter of Spider-Man. And I won't do it. I won't seek vengeance. Only justice." May decides to spare Solus' life, much to Daemos' relief.

"Thank you." Daemos says as he surrenders out of gratitude.

"I'm not doing it for you." Mayday remarked.

"WRARRR!" Outraged by these quick spin of failures, Morlun furiously attacks Peter as he slams him to the ground, "You've cost me my kingdom! My father! My universe! My DESTINY! But know THIS! I shall have my REVENGE!" He proclaims as he begins draining his lifeforce.

Spider-Woman, Gwen, Spider-Ham, Sonic, Ruby, and Yang rush to Peter's rescue before he is killed. "He's killing him! We have to-!" Jess states but her group was immediately bash away by Morlun.

Before his friends could jump back in to help, Peter weakly stops them with a hand thrust. "Wait. He wants us to hold back." Gwen remarked.

Porker says, "But we can't just sit here and-."

"TRUST HIM!" Yang retorted, placing her faith in whatever final plan Peter has in mind.

Morlun starts mocking Peter as he continues to draining away his life energy, "Come, old foe! Your FINAL words! BEG FOR YOUR LIFE! SAY something!" He yelled.

**BGM End**

"Go to hell." Peter weakly quips as he uses his teleporter to open a portal below himself and Morlun to another dimension.

"A portal? WHERE?! Where are we going?" Morlun asked.

* * *

**Earth-3145**

Peter warped himself and Morlun to the radioactive dimension that is slowly killing the both of them, but is much more sensitive to Morlun. "AGHH! R-Radiation." Morlun gasps in sheer pain from his poison.

"GNHH…" Peter weakly struggles to fight back against the radiation.

Morlun stammers while clenching on his burning throat and looks at Peter, "Killing BOTH of us. B-But you said you'd never-."

"Shelter. Nearby. Follow the webs. It'll keep you alive. Barely. You wanna live? Run, Morlun. RUN FOR YOUR LIFE!" Peter weakly instructs him to the bunker. _'Which I wish I could do, too. But I'm so drained from my fight with Solus, and he took so much energy. Must be worse ways to go than saving every OTHER Spider-Man.' _Peter begins to die as he's about to fall to the radiation, if a webline from a certain spider-sister didn't reel him back. "Hmm. Whattya know. Lifeline. Cindy? All the m-multiverse to pick from…that was fast." He quips, as it was Silk who opened a portal to rescue him.

"Bit by the same spider, Peter. We're connected. I always know where you are." Silk reminds him of that special little ability, as he brings him back to Loomworld into Yang's arms.

"I got 'im." Yang sincerely said, grabbing her weakened boyfriend.

"N-Not fair…It's not…" Morlun weakly expresses his crushing defeat as the portal closes, leaving him stranded in the nuclear dimension.

* * *

**Later…**

**BGM-Marvel's Spider-Man (PS4) OST-Responsibility**

"After all these bit-heads put us through, can't believe we're letting them walk away." Miguel remarks, as the spiders have the Inheritors, save Karn, rounded up to be thrown to Earth-3145 where they will be imprisoned for good this time.

"That's what makes us the good guys, O'Hara." Miles responds, while Miguel holds a webbed Jennix and he holds a webbed Verna.

"Brother, no!" Bora shouts, as Karn throws her sister into the radioactive wasteland.

"We're family!" Brix tries reasoning with his estranged brother.

"Hm. Never saw the resemblance." Karn quips, throwing Brix through the portal next.

"In with you, you cumbersome oaf!" Superior pushes the restrained Daemos towards the portal.

"I have tormented you, FEASTED on your kind, and yet you've shown me mercy. I am grateful, but I still don't understand. Please, say something." Daemos expresses confusion as to why the Spiders would show him mercy.

"Only thing to say to you, Daemos…" May lobs Solus' crystal through the portal shouting, "Fetch!"

"FATHER!" Daemos immediately jumps through the portal after his father, "Hold on! I'm-." Just as it closes, stranding the Inheritors in Earth-3145 forever.

"May, don't know if it means anything, but, if your pop was anything like me, he'd be proud A' you right now." Spider-Ham tells the young heroine, much to her gratitude.

"Thanks, Ham." Mayday smiles.

"Guess that's it." Jessica remarks on the aftermath of that highly insane war.

"Not quite. 'Cause with that Web, way to vid it, we can ALL go home. To our proper times." Miguel states they could use the Great Web to return to their proper dimensions.

"Of course. But let's take a moment, shall we?" Spider-UK suggests they take a moment to relax first.

"Finally." Ruby remarks, as she and her counterpart fall on their backs completely exhausted from the war. "I don't think I've ever been so tired." She remarks.

"Me neither…" Spider-Rose agreed, panting exhaustedly.

"That was fun, right guys?" Sonic grinned.

"You said it. I haven't been pumped up like that in a long time." Spiderhog smiled, agreeing with his counterpart.

"You two are nuts." Weiss remarks, glaring at the hedgehogs as they joked about the war for the multiverse.

"Ben. I hope you can hear me. Know that your sacrifice wasn't in vain." Kaine says as he stands by Blake's side, thanking his deceased brother in the heavens that his sacrifice helped save the multiverse.

"He hears you, and he's proud of you. As am I." Blake smiles at the cloned spider.

"Thanks." Kaine sincerely said with a small smile, as the two embrace each other with a kiss.

Nearby by their lonesome, Yang is sitting down passionately holding onto a weakened Peter. "Drained some lifeforce away, didn't he?" She sincerely asks while comforting her boyfriend.

"Yep." Peter remarks.

"I almost got killed by Daemos. It's been pretty rough for the both of us. Glad everything worked out in the end."

"Same here."

"Ever think about settling down, or are you just okay with holding hands?"

"Yang, honey, it's been a really long day." Peter quips, as he just wants to relax after going through his most intense challenges in his entire life that helped him saved his friends and saved the entire Spider-Verse from his strongest enemies ever.

**BGM End**

* * *

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Theme of Spider-Man**

**KFX Here: My goodness this was a beefer of a finale. I hate doing long chapters like this, but I suppose it's appropriate for a finale chapter. Besides the epilogue coming up next, **_**Spider-Verse **_**is done! The Spider-Verse Saga is over and the United Heroes Adventures storyline as a whole! There will be a third sequel series that takes place right after this. What it's gonna include? What is it gonna be about? Wait until the epilogue (or read my profile page).**

**Question of the Chapter: What are your final thoughts on **_**Spider-Verse**_**, and perhaps the whole United Heroes Adventures storyline? What did you like? What did you dislike? What is your favorite story within United Heroes Adventures? **

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	23. Epilogue: Web of Life and Destiny

_Epilogue: Web of Life and Destiny_

**Loomworld, Earth-001**

**BGM-Sonic Rush OST-Raisin' Me Up**

'_The war's over.' _Peter narrates in his thoughts._ 'And though the cost was great we survived. No. Scratch that. We won! Every Spider-Man ever. We all pulled together and webbed, punched and wall-crawled our way to victory. Now all that's left…are goodbyes and going home._

Spider-UK opens a portal that's ready to send Mayday back to her home in Earth-982. "Portal to Earth-982 is ready and waiting. Godspeed, Ms. Parker." He said to the young heroine.

Before leaving, Mayday has one last talk with Peter as she approaches him with an apology, "I gotta go. I just wanted to…what I said a while back. About you not being my father. Or the _real _Spider-Man…"

"May, stop. No one here was put through the ringer more than you. And in the end, you didn't let it break you. You stayed true to everything that makes you…well…one of the most _spectacular _people I'll ever know. Now get through there. Go home. Your brother's waiting for you." Peter smiles at her daughter from another timeline.

The two embrace each other with a goodbye hug before Mayday turns to Team Sonic and Team RWBY. "I gotta go. See ya at the next World Grand Prix." She smiles at her interdimensional friends.

Sonic smiles as he gives her a proud thumbs-up, "Looking forward to it. Take care of yourself, May."

"We'll see you later. Take care of your brother for us." Ruby said sincerely with a smile, watching her spectacular friend jump through the portal.

* * *

**Earth-982**

Mayday returns to the ruins of her home, wondering where her brother is, "Benjy?"

"He's safe, Mayday." Uncle Ben approaches her from behind.

"You. The _other _Ben Parker. You brought my little brother back here. Where is he?" Mayday asks him.

"At the neighbors. There were a couple people there who just refused to let go of the little scamp." Ben walks her to the neighbor's front door as she shouts at the people inside to come out, "Everybody, she's home!"

As the door opens, Mayday is utterly shock to see her mother Mary Jane, and her boyfriend Wes, very alive and well along with her little brother, reuniting with her family. "MOM! WES!" May exclaims in total surprise.

"May!" MJ remarked in great relief her daughter is alive as well.

"You're ALIVE?! HOW?!" May asked.

"It was all your mom. She pulled me out the back before the house caved in." Wes explains with a relieving smile to his girlfriend.

May tearfully hugs her mother after spending days mourning for her presumed death, "It's like a miracle! Like magic! Is there some way…ANY way dad could still be…"

"I'm sorry, baby. He's gone. But _everything _he did was to keep our family safe. Knowing you and Benjy are STILL here with me, would be ALL that mattered to him." MJ states that her husband is dead, but his dreams and wishes lives on with his loved ones. "That, and _one _more thing. Ben, can you hold the baby for a moment?" She hands her son to Uncle Ben.

"Of course. Y'know, I lost _my _Peter as well. My world too. I…if it's all right you, I'd like to stay. And be something no Ben Parker has ever been…A grandfather." Ben politely requests to the family.

"I'd…like that, Uncle Ben. Very much." May smiles, accepting him as her new grandfather while embracing her boyfriend with a hug.

Meanwhile, MJ looks through one of her husband's old boxes and found something amazingly particular, "Here it is. One of the only things to survive the fire." She brings out Peter's old red-and-blue costume and hands it to her daughter. "It was your father's. And I'd know he'd want you to have it." She said, believing her daughter has earned this costume, much to her delight.

'_My name is 'May "Mayday" Parker. I'm the daughter of Spider-Man, and today my story begins anew. I'm not a girl anymore. From this moment on…I am Spider-Woman.' _May said with a smile, embracing her new title as the amazing Spider-Woman.

**BGM End**

* * *

**Meanwhile on Loomworld…**

**BGM-Sonic Advance 3 OST-Staff Roll**

The remainder of the Spider-Army bid their goodbyes as each of them return to their respective dimensions. "Later, sapiens. Time I hoofed it." Spider-Ham said as he walks through his portal home.

"Farewell, everyone. That was quite the adventure!" India Spider-Man returns to his world.

"Gotta agree. It was one great big bang-up." 67s Spider-Man remarks before returning to his world.

2012 cartoon Spidey shares a bro-fist with Miles before leaving to his Earth, "Morales, I'm out. But hey, if you guys ever want to do this all over again, we should try it in _my _dimension."

"Wait. Are you serious?" Miles asked.

"Am I ever?" Cartoon Peter quips before leaving.

"C'mon, Miles. Earth-1610. This's us." Ultimate Spider-Woman states, as she and Miles prepare to return to the Ultimate Universe.

"Aw, man. Kinda bummed I didn't get to hang out with you more this time." Miles laments he didn't spend more time with Peter Prime.

"Don't worry, Miles. I'm sure we'll see each other again." Peter remarks as he watches his young protégé and his female clone return to their universe.

Spider-UK watches Spider-Punk walk into his portal with an apology, "Sorry about the inconvenience, Mr. Brown. Should have you home in no time at-."

"Yeah? Whatever. Just do yourself a favor, limey. Keep an eye on metal-head over there. And remember, before he switched sides, he killed a _lot _of Spider-Men. Like a shit-load of 'em." Spider-Punk warns him to keep an eye on Karn as he leaves to his universe.

"Bye, Miguel. Tell my granddaughter I said hi and I'm proud of her." Weiss says her goodbyes to Miguel as he returns to 2099.

"Sure thing, Weiss. I'll see you later." Miguel remarks as he walks through the portal.

"Take care of yourself." Blake waves goodbye to Spider-Man Noir as he goes back to his universe.

"Bye, cat. Look forward working with you again." Noir replies, walking through his portal.

Peter and Gwen shares one last hug before she returns to her universe. "Take care of yourself, Gwen. That portal should take you back before your concert. Good luck. Give 'em a show!" Peter states, saying his goodbyes.

"Awesome. Gotta love weird interdimensional/time travel whatever. I'll see you later, Pete." Gwen waves goodbye with a smile before returning to her universe.

Nearby, Spider-Rose is slowly being hugged to death by Yang as they say their goodbyes. "Yang, can you _please _let go? You're killing me." Spider-Rose jokes while gasping for air.

"It's not all the time I get to hug a spider-version of my adorable little sister. I'm sure your Yang is very proud of you." Yang quips, before letting go of the spider-huntress.

"And quite possibly extremely worried since I've been gone for so long." Spider-Rose quipped.

"I know the feeling." Ruby remarks with a smile.

"Hey. I almost forgot to ask. Are you a Huntress yet? I just became one before I left to fight the Inheritors." Spider-Rose asks her counterpart.

"Aw man. Really? I won't graduate for another few months." Ruby says, feeling a little jealous that her spider-counterpart is an official Huntress already.

"I didn't graduate the _normal _way. It just kinda happened. Things are _pretty _hectic right now at Atlas." Spider-Rose remarked.

"I'm sure things will work out fine. I know the Team RWBY of your world can handle anything with you around." Ruby smiles confidently as she watches her counterpart return to her world.

"You know it." Spider-Rose quips, walking through her portal.

Meanwhile, Team Sonic and Amy have their goodbyes with Sonic the Spiderhog. "I'm gonna miss hanging out with you, Sonic!" Amy says her goodbyes with a tackle-hug, much to Spiderhog's embarrassment and Sonic's amusement.

"You already have a Sonic to hang out with, and I already have an Amy that's a handful!" Spiderhog replied, letting go of her hug.

"I feel sorry for the both of us." Sonic quips, giving his counterpart a quick bro-fist. "See ya later! Next time we meet, let's race each other to see who's faster." He suggested.

"Already planning to win, slowhog." Spiderhog quipped.

"Slowhog?"

"Have the proportional speed of a spider boosting my already amazing speed."

"Ha! We'll see how much that'll help, bughog!" Sonic remarks with a grin as he watches his spider-counterpart running through the portal while Tails, Knuckles, and Amy wave goodbye.

Superior Spider-Man stands before the portal that'll send him back to his original universe, but before he steps through it, someone calls him out, "That was quite a bold stunt you pulled back there with the Weaver, Otto Octavius."

Superior turns around to face Salem, who seems to have learned his true identity as Doctor Octopus. "You figured out my secret identity. I am not thoroughly surprised. My superior intellect suggest you used your magic to look inside my head, or Parker told you, as it seems he figured out my identity as well." Superior replied stoically.

"I suspected you were Octavius from the very beginning. It wasn't until your fight with Parker is when I used my magic to confirm it." Salem responded.

"Speak your mind, woman. What do you want?" Superior stoically asks why Salem is stopping him from returning to his world.

"Why?" Salem simply asks a curious question. "If you're anything like the Octavius from my world, you are an _extremely_ dangerous man that's easily capable of threatening the planet. Why would _you_, of all people, carry out the legacy of Spider-Man?" She asks the reformed supervillain.

Superior answers in a rare sincere tone, "When I switched my mind with Peter Parker's, I gained all his memories. Relieved his most suffering experiences as if I experienced them myself throughout my entire life. It was then I realized the responsibility of his power. Of my genius. It was on that day I vowed to become a better man. To become a better Spider-Man than Parker ever were!"

"Interesting." Salem responded.

"And if a man like me is capable of change, perhaps…there is hope for you." Superior stares at the evil sorceress for a quick moment before walking through the portal back to his dimension, leaving Salem to ponder his words.

**BGM End**

"Almost everyone. Guess this is it, Billy. Thanks for all your help." Peter said to Spider-UK, as most of the spiders have returned to their original worlds, leaving just the Mobiant Earth heroes, Spider-UK, Karn and Anya on Loomworld.

"Not so fast, Parker. What are we gonna do about the Master Weaver? He's dead." Spider-UK says while pointing at the corpse of the former spider-god that weaves the multiverse.

"That's right. Still can't believe Ock killed him like that." Peter remarked.

"Wait. Superior Spider-Man was actually Doc Ock in your body?" Blake remarks with a shocked face.

"I kinda figured it out." Peter replied.

"Same here." Sonic remarks, since he, Tails, Amy, and Yang recently fought their Doc Ock and Mecha Spider-Man from their universe, easily putting two and two together.

"As have I." Salem remarked.

"That's utterly disturbing." Weiss quipped.

"That explained the arrogance." Kaine respond.

On her own, Anya notices Morlun's knife on the floor and picks it up to closely observe it. "Wait! This's Morlun's knife. It's got writing on it, like the scrolls." She stated.

"What does it say?" Arachne asks her.

"It's in the language of the totems… 'There shall always be a Master Weaver, spinning at the center of the Web'." Anya quoted from the knife.

Silk responds, "That's what the Inheritors kept calling me. The spinner at the center of the…Maybe _I _could take the Weaver's place? FIX the Great Web? Maybe that's _my _destiny?"

"You _sure _that's a good idea, Silk?" A worried Tails asks her.

"You spent half of your life in one room. Do you really want to spend an eternity as a boring Weaver?" Yang asks sincerely as she doesn't want her friend to live the rest of her life alone again.

"She's right. It's a lifetime position. 'Only death can release the Weaver from their sacred task'." Anya said, quoting another line from the knife.

"It's the last thing I'd ever choose…but if there's no other option…" Silk kneels to the Weaver's corpse and is ready to take off his mask to fulfill her destiny.

"Then think hard, spider." Karn approaches her with his opinion. "I was cast out by my family for centuries…locked away inside this mask as part of my shame. I would not wish such a thing on another." He commiserates with her.

Silk ponders her decision for another moment before deciding to take off the Weaver's mask, "I've decided. I'm gonna do it. I'll put on his gear, get in his machine, and…" But when she took off his mask, it reveals the face of a normal-looking deadman with brown hair. "Hmm. Part of me thought, if we unmasked him, the Weaver'd be someone we knew…but I've never seen that face before."

"I have." Karn states that he knows who the Master Weaver is and unmasks himself. And to everyone's shock, he reveals that he and the Master Weaver are one and the same except Karn is younger.

"What?" Salem remarks in shock.

"Karn. You mean to tell me that…YOU'RE the Master Weaver? How is that possible? He's some old version of you." Peter remarks in confusion, as it would seem Karn is, or will become, the Master Weaver.

"There is no escaping this. Look." Karn analyzes the Weaver's armor and notices a slot that fits the prongs of his spear. "I forged this weapon as a child, and yet…there is a place for it, in this mechanism. Opening it, as if it were a key to its lock." He says as he opens the mechanism.

"But how can you be in two places at once?" Silk asks him.

"Time is not structured that way here." Karn implicitly answered.

"But only a spider should be able to spin this web." Anya stated.

"I have consumed enough totems. Their essences flow inside me." Karn states as he dons the Weaver's mask for himself. "Perhaps this shall be my penance. And hopefully my salvation." He stated. He puts on his other self's armor and crawls to the Great Web as the destined Master Weaver.

"Karn, can you repair it? Fix all the damage Otto and the Inheritors done to the Web?" Peter asks the new Weaver.

"In time, but for now, all spiders' connection to the Great Web will be diminished. As will your abilities to see along its threads. To sense future hazards." Karn stated.

"You mean our Spider-Sense?" Peter remarked.

"What about the portals. Can you get us home? ALL of us in one piece?" Spider-Woman asked.

"Yes. While weaving and repairing the Great Web is still new to me, I believe I've stabilized the Mobiant Earth strands. I will soon begin to return all the worlds the Inheritors have merged to Loomworld back to their original positions in the multiverse. If you like, I can do the same for Mobiant Earth. Split them back to Earth, Mobius, and Remnant as they once were before your Convergence." Karn offers to split Mobiant Earth back to three separate universes before the Convergence.

"Nah. We're fine. There's not much difference anyways." Peter quips with a smile, long preferring Mobiant Earth as his new home, as his friends seem to agree as well judging from their respective smiles.

"As you wish." Karn respects his decision, leaving Mobiant Earth as it is.

"Speaking of the Inheritors…" Silk speaks up. "We're sure that radioactive world can hold 'em? And _not_…y'know…_kill _them? I mean, don't they need to eat Spider-Totems to live?" She asks about the Inheritors' fate.

"Not true. My kind can feast off _any _animal-totems. Any animal really. And _fortunately _for them, the bunker you left for them on Earth-3145 was teeming with _one _form of life. See?" Karn weaves on the Web, creating a dimensional window that allows them to watch the Inheritors feasting on a swarm of mutated spiders inside the bunker.

"Eww. Those mutated spider-things?" Amy remarks in disgust.

"Good. It's more than they deserve." Peter remarked somberly. "We lost a lot of good Spider-Men because of them. Including my friend, Ben Reilly. Though he was my clone from another world and not the one I knew, I still considered him my brother. He made the ultimate sacrifice that helped us win the war." He stated, lamenting Reilly's sacrifice.

"I hear ya." Kaine agreed, sharing the same opinion about their brother.

"They ALL did." Spider-UK remarked. "And think of all their _worlds_, each a good man down. I've been thinking about taking a little break from the Corps, 'cause I know what I want to do. With Karn's help, I can use the Great Web, go to any Earth that needs a Spider-Man and-."

"Or woman." Anya approaches him.

"I'm sorry. What?" Billy remarks in confusion.

"Worlds lost Spider-_Women _too. I can help. With all this weird totem-knowledge I've got, I can make a difference. I WANT this." Anya replied, wanting to help Spider-UK protect the worlds that lost their spiders.

"Nice idea!" Sonic winked, liking their idea.

"It is decided. You shall be the Warriors of the Great Web. Helping to mend the severed skeins, across time and space." Karn dubs the two as the first members of the Warriors of the Great Web.

"Sounds like a pretty big job." Anya remarked.

"Not to worry. Remember, Spider-Girl. We also have a lot of _amazing friends.' _Spider-UK remarks, as images of Mayday, Spider-Ham, Spider-Man Noir, India Spider-Man, and Spider-Gwen appear in the Web of Life, implying they'll be members of their new team as well.

**BGM-Sonic Advance 3 OST-Ending A**

"And now, heroes and spiders of Mobiant Earth, I'm afraid we must say farewell." Karn says, getting their attention as he opens a portal back to their world. "I can already see that…ONE of you shall be needed shortly…back on your own world. Safe journeys."

"Try to keep in touch with me, Anya! Can you text from here?" Jessica asks the spider-girl of another world.

"Jess, we've got a portal." Anya quipped, watching her, Kaine, Arachne, and Salem walk through the portal home.

"See ya, Spideys!" Sonic gives his new spider-friends a goodbye peace sign, as Team Sonic and Amy walks through the portal next while waving goodbye.

"Bye-bye!" Ruby waves goodbye alongside Team RWBY, before they return to their world.

"Toodle pip, Billy." Peter jokingly says goodbye to the british Spider-Man.

"Please, stop." Billy remarked.

"Stiff upper lip."

"You're embarrassing yourself."

"Cheerio!"

"Oi."

"Bye, guys!" Silk is the last to say her goodbyes, as she and Peter leave through the portal before it closes.

"Don't know about you two, but I could sleep for a week." Anya remarks to her two new teammates.

"It HAS been pretty nonstop around here." Billy stated.

"No, I meant Pete. He can be really tiring." Anya quipped.

"HA! Agreed." Billy remarks with a smile.

"Here. I will show you to the living quarters. Rest up. And tomorrow, we shall start anew." Karn says as he departs his new friends a tour of the Inheritors' palace.

**BGM End**

* * *

**New Vale City, Mobiant Earth**

After saving the multiverse from the Inheritors and preventing spider-geddon, the Mobiant Earth heroes finally return to their original universe, emerging on top of a roof in the middle of Manhattan.

"We're back. Finally!" Spider-Woman remarked.

"Thank god! Don't ever drag me into something that crazy again!" Scarlet Spider remarks, as he doesn't want to be involved in any multiversal adventures anymore.

"I concur." Arachne quipped.

"Look at it all. Bird poop. Car alarms. That strange, unsettling odor you can never quite place. Wouldn't have it any other way. So good to be HOME." Spider-Man joked.

"Agreed. Those were some of the strangest days of my…ohmigosh. We've been gone for DAYS. Hope they haven't let me go at the VNN." Silk realized in horror the spiders have been gone for days fighting the Inheritors.

"OH YOU'RE RIGHT! Jameson probably already fired me from the Bugle, but I don't want to be fired from Horizon Labs! Why didn't I let Morlun eat me?" Peter remarks in horrific surprise that his life might suck again.

"If there's one constant in the multiverse, it's your Parker Luck." Yang quips before laughing at her annoyed boyfriend.

Sonic chuckles from his friend's pain before noticing Salem walking away from the group." Hm. Where do you think you're going?" He asks, as everyone stares at Salem as she stops in her tracks with her back facing them.

"I have fulfilled my promise to Spider-Man to help him defeat the Inheritors, so I shall take my leave." Salem replied.

"Figures." Knuckles scoffs with his arms crossed.

"Wait. Before you go…" Peter approaches the dark sorceress, having her turn around to be offer a friendly handshake, much to her shock.

**BGM-Marvel's Spider-Man (PS4) OST-Responsibility**

"What is the meaning of this?" Salem curiously asks the webslinger.

"I just want to say thanks. You were a big help against the Inheritors. If it wasn't for you, we might've not have beaten them. I know we've had our differences, but I think you've earned a second chance. If people like Karn and Otto were able to change, for better or worse, I think you have a chance at redemption as well." Peter said sincerely, offering the sorceress a second chance to reform.

Salem thinks about his proposal for a moment, staying silent, before accepting his handshake. "You have gained my respect, Spider-Man. I will consider your proposal. But don't be surprise if I decline and we are enemies again." She stated.

"If that happens, I'll kick your ass and send you back to the Raft." Peter quipped, also determined to stop Salem if she returns to villainy after their adventure together.

A small smile forms on Salem's muzzle, "We shall see. In any other case, if you are in need of my assistance, just once, I won't object." She then genuinely offers to help Peter in any of his future problems, if requested.

"Can you get me a pony?"

"Nothing trivial."

"Alright, fine. Deal. How can I contact you?" Peter asked.

"I know where you live, so I'll send you something." Salem remarks as she walks away from the webhead.

"Great. I don't suppose you can send me money so I can move-out." Peter jokes, as he doesn't like the fact Salem knows where he lives.

"Hmph. Unfortunately." Salem said with a little joke, smiling before seemingly vanishing off the rooftop.

"Do you two just become friends?" Amy joked to the webslinger.

"I dunno. Maybe?" Peter remarks unsurely.

"Your idiocy must've rubbed off on her." Kaine dryly quipped.

"She has been hanging out with a lot of Spider-Men lately, and you guys know how contagious I am." Peter quipped.

"We're victims of the Parker Disease." Weiss joked.

Peter chuckles, "Oddly enough, I'm feeling really great right now. For some time, I felt like I lacked the power to protect anyone. Like how my future self failed to protect his loved ones, and it's been bothering me ever since. But y'know what? I've just led an entire _army _against _crazed unkillable vampires. _I can _so _do anything now! I'm ready to take on the world!"

"What do you plan to do?" Ruby asks his big bro.

"Uh…" Peter says nervously, giving a quick glance at Yang before she notices as he's secretly thinking of something else. "I'll propose, uh, _something_ later. Maybe when you girls graduate Beacon." He says to Ruby as he shamelessly rubs the back of his head.

"Cool! I can't wait!" Ruby smiles, looking forward to whatever he's proposing. Amy and Weiss share sly smirks at each other, as they easily could tell that Peter plans to propose to Yang one of these days.

**BGM End**

**BGM-Marvel's Spider-Man (PS4) OST-City of Hope**

"I don't care." Kaine stoically remarks as he's walking away from the roof. "I'm gonna find a hotel to sleep in for today, then I'll head back to Houston tomorrow. Don't call me for any of your crazy adventures ever again, Parker." He said to his brother.

"Sure. I'll call you next week." Peter quipped.

"Heh. You quippy bastard." Kaine scoffs with a small smile, before swinging away.

"Will that guy ever change?" Spider-Woman asks, remarking about the brooding clone that is Kaine Parker.

"I think he has. He just wants to act tough." Blake remarks with a smile, knowing Kaine's heart has changed slightly during this adventure.

"If you say so. I'm heading home myself." Spider-Woman states as she leaves the group.

"Me too. Hope we meet again." Arachne says to her friends.

"Taking off myself. See ya guys later, okay?" Silk smiles as she says her goodbyes to her friends before swinging away through the city.

"Gotta run for another adventure! Call me when something awesome happens!" Sonic grins, saying his goodbyes as Team Sonic and Amy run through the city together.

"Bye everyone!" Tails happily waves at his friends.

As Ruby prepares to leave for him alongside Weiss and Blake, the young huntress notice her sister isn't following them. "We're heading back to Beacon. Yang, you coming?" Ruby asks her big sister.

"I will. I'll just be taking the web-swinging express route." Yang jokes with a smile as she points her thumb at Spider-Man.

"If you can pay for it. I'm low on cash." Peter quips as his girlfriend latches onto him.

"Swing me to a bank." Yang quipped.

"Sure. But it'll cost you extra." Peter wisecracks as he swings themselves across New Vale City.

"It's been pretty crazy, huh?" Yang sincerely remarks on their biggest adventure yet as they swing across Time Square.

Peter responds, "That's an understatement. Giant robots, talking animals that aren't Sonic, battles across the multiverse. We've had plenty of dimensional adventures before, but this one took the cake. Man, how can I possibly go back to dealing with the small stuff now that I've-."

"HELP!"

The battle couple looks down seeing a woman calling for help after being mugged. "Stop! THIEF!" The woman yelled.

The couple looks at each other with a smirk as Yang jumps off from Peter and allows him to easily apprehend the thief with a kick to the head. _'Oh, who am I kidding? For me, there is no "small stuff". This will ALWAYS be exactly where I belong. The world of…'_

"Your friendly neighborhood Spider-Man. At your service." Peter states as he returns the purse to the woman.

"Thank you!" The woman thanks the hero, much to Peter and Yang's shock.

'_Wait. Someone finally said thanks. Am I sure this is the right dimension?' _Peter joked.

**BGM End**

* * *

**BGM-Sonic: After the Sequel OST-Pomp and Circumstance**

**KFX Here: And that wraps up **_**Spider-Verse**_**, the final story in the Spider-Verse Saga and United Heroes Adventures with hints of future events. What are those future events? I guess it's time to give insight to my next big project after UHA. Get ready for "Super United Heroes"!**

**What is Super United Heroes?**

**It's the third series in the "United Heroes" franchise! While UHA primarily focused on Spider-Man, Sonic, and Ruby (at least during the **_**Mobiant Earth Saga**_**), the goal for SUH is to expand on the universe and give other characters a chance in the spotlight. Characters like the X-Men, Freedom Fighters, Team JNPR, etc. Spider-Man will NOT be the lead main character, as I feel like I've written everything a Spider-Man story can be, at least for now. Sonic the Hedgehog will be the new lead character with stories written from his perspective since he's the more adventurous character and easier to adapt in different environments.**

**What is Phase 5?**

**Phase 5 will be dubbed the "United Universe Saga". It'll be more "cosmic-themed" compared to other stories. Six stories are currently confirmed/planned. Here they are:**

**Rise of Apocalypse:**** A Sonic/X-Men crossover. In this story, Sonic will be teaming up with the X-Men to stop the super-mutant known as Apocalypse from taking over the world. Team RWBY are set to make a prominent appearance as they graduate Beacon in this story.**

**Galaxy Quest:**** A Sonic/Guardians of the Galaxy crossover. It's an all-new space adventure as the likes of Sonic and Team RWBY team up with the Guardians of the Galaxy to stop Dr. Eggman from taking over the galaxy with The Black Vortex, an ancient artifact imbued with immeasurable power that can unlock that person's cosmic potential. Based off the original "Guardians of the Galaxy & X-Men: Black Vortex" from the comics. Grimadoom the Hedgehog is set to make a reappearance after a long absence.**

**Doomsday:**** A Sonic/Fantastic Four crossover. Sonic and the Fantastic Four (and perhaps Team JNPR) will be working together to stop the returning Doctor Doom from taking over the world, and to prevent the destruction of Mobiant Earth by the hands of Galactus.**

**Overdrive Racing:**** A planned adaptation of Team Sonic Racing.**

**World of Light:**** An adaptation of Super Smash Bros Ultimate: World of Light.**

**Ultimate Alliance:**** A planned adaptation of Marvel Ultimate Alliance 3: The Black Order.**

**D.N. Works: How was this story quick? What else did you expect that wouldn't be seen as filler or pointless? As for a potential Spider-Geddon adaptation in the future, who exactly knows?**

**Question of the Chapter: Are you looking forward to Super United Heroes? What did you like or dislike about United Heroes Adventures?**


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